UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Promissory Note | 08/29/2018 | 08/01/2021 | Common Stock | 246,305 (1) (2) | $ 2.03 (1) (2) | I | Through Norexas Oil and Gas, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schick John Douglas 1250 WOOD BRANCH PARK DR. HOUSTON, TX 77079 |
 |  |  President |  |
/s/ J.Douglas Schick | 08/27/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Convertible Promissory Note and all accrued interest thereon is convertible into shares of common stock of the Issuer, from time to time following the determination of the VWAP Price (as defined below), at the option of the holder thereof, at a conversion price equal to the greater of (x) $2.03 per share; and (y) the VWAP Price. The "VWAP Price" equals the volume weighted average price (calculated by aggregate trading value on each trading day) of the Issuer's common stock for the 20 trading days ending August 29, 2018. |
(2) | As the VWAP Price is not yet calculable, the number of shares described above is based on a $2.03 per share conversion price, subject to adjustment in connection with the final VWAP Price. The terms of the Convertible Promissory Note are described in greater detail in the Form 8-K filed by the Issuer with the SEC on August 1, 2018. |