BRUSHY RESOURCES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-08-03: Form 8-K; Period of report 2016-06-22; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2016-05-20: Form 8-K; Period of report 2016-05-20; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2016-05-11: Form 8-K; Period of report 2016-05-11; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2016-03-11: Form 8-K; Period of report 2016-03-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-08-03 | 8-K | 2016-06-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 As previously disclosed in the Current Report on Form 8-K filed by Brushy Resources, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, on December 31, 2015, the Company, Lilis Energy, Inc. (“Lilis”) and Lilis Merger Sub, Inc. (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 29, 2015, as amended on January 20, 2016 and March 24, 2016. 2.01 On June 23, 2016 (the “Effective Time”), Lilis completed its acquisition of the Company pursuant to the Merger Agreement, as amended by the Amendment described above under Item 1.01, whereby Merger Sub merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of Lilis (the “Surviving Corporation”). 3.03 The information contained in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03. 5.02 From and after the Effective Time, pursuant to the Merger Agreement, Abraham Mirman serves as the Chief Executive Officer and President, Treasurer/Assistant Treasurer and sole director, and Ariella Fuchs serves as the Secretary of the Surviving Corporation and will hold office in accordance with the Delaware General Corporation Law and the Surviving Corporation’s organizational documents. | v445660_8k.htm |
| 2016-05-20 | 8-K | 2016-05-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 20, 2016, Brushy Resources, Inc. (“Brushy”) held a special meeting of stockholders to consider and vote on (1) a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 29, 2015, as amended on January 20, 2016 and March 24, 2016, and as it may be further amended from time to time (the “Merger Agreement”), by and among Lilis Energy, Inc. (“Lilis”), Lilis Merger Sub, Inc. (“Merger Sub”) and Brushy, pursuant to which Merger Sub will merge with and into Brushy with Brushy surviving the merger as a wholly owned subsidiary of Lilis; and (2) a proposal to authorize Brushy’s board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement. | form8k.htm |
| 2016-05-11 | 8-K | 2016-05-11 | 7.01 Regulation FD Disclosure | 7.01 On May 11, 2016, Brushy Resources, Inc. (“Brushy”) and Lilis Energy, Inc. (“Lilis”) made available an amended investor presentation. | form8k.htm |
| 2016-03-11 | 8-K | 2016-03-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 9, 2016, Brushy Resources, Inc. (the “Company”), ImPetro Resources, LLC, ImPetro Operating, LLC and Independent Bank (the “Lender”) entered into the Second Amendment (the “Second Amendment”) to the Forbearance Agreement entered into on November 24, 2015, as amended February 18, 2016 by the First Amendment (the “Forbearance Agreement”). | s001240x1_8k.htm |
| 2016-02-24 | 8-K | 2016-02-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 18, 2016, the Company, ImPetro Resources, LLC, ImPetro Operating, LLC and Independent Bank (the “Lender”) entered into the First Amendment (the “Amendment”) to the Forbearance Agreement entered into on November 24, 2015 (the “Forbearance Agreement”). | s001207x1_8k.htm |
| 2016-02-03 | 8-K | 2016-02-02 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 29, 2016 Marcum LLP (“Marcum“) of New York, New York accepted Brushy Resource’s Inc.’s (the “Company”) engagement to be its independent registered public accounting firm, effective immediately. | bri_8k.htm |
| 2015-12-31 | 8-K | 2015-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.01 On December 29, 2015, Lilis Energy, Inc. (“Lilis”), Lilis Merger Sub, Inc. (“Merger Sub”) and Brushy Resources, Inc. (“Brushy” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). 2.04 We reported in our Form 10-Q for the three month period ending September 30, 2015, filed November 13, 2015, that counsel for Independent Bank had notified us of the following defaults under our Credit Agreement with Independent Bank, as amended: (i) the interest coverage ratio covenant set forth in Section 7.15.1 of the Credit Agreement for the fiscal quarter ended June 30, 2015, (ii) the current ratio covenant set forth in Section 7.15.2 of the Credit Agreement for the fiscal quarter ended June 30, 2015, (iii) the leverage ratio covenant set forth in Section 7.15.3 of the Credit Agreement for the fiscal quarter ended June 30, 2015, and (iv) the Borrower is not currently maintaining the minimum Commodity Hedging Transactions required by Section 7.21 of the Credit Agreement. | bri_8k.htm |
| 2015-11-27 | 8-K | 2015-11-27 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 2.04 We reported in our Form 10-Q for the three month period ending September 30, 2015, filed November 13, 2015, that counsel for Independent Bank had notified us of the following defaults under our Credit Agreement with Independent Bank, as amended: i) the interest coverage ratio covenant set forth in Section 7.15.1 of the Credit Agreement for the fiscal quarter ended June 30, 2015, (ii) the current ratio covenant set forth in Section 7.15.2 of the Credit Agreement for the fiscal quarter ended June 30, 2015, (iii) the leverage ratio covenant set forth in Section 7.15.3 of the Credit Agreement for the fiscal quarter ended June 30, 2015, and (iv) the Borrower is not currently maintaining the minimum Commodity Hedging Transactions required by Section 7.21 of the Credit Agreement. 8.01 Effective November 24, 2015, Peter Benz will chair our Board of Directors. | bri_8k.htm |
| 2015-09-14 | 8-K | 2015-07-31 | 8.01 Other Events | 8.01 On September 11, 2015, Brushy Resources, Inc. (the “Company”) received a copy of the American Arbitration Association Award in Imbruce et al, v. | strb_8k.htm |
| 2015-08-05 | 8-K | 2015-08-05 | 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 8.01 On July 31, 2015, Starboard Resources, Inc. (the “Company”) sold all of its Oklahoma properties, which were located in Logan and Kingfisher Counties, Oklahoma, to Remora Petroleum, LP (Austin, TX) for $7,249,390. | stbrd_8k.htm |
| 2015-05-13 | 8-K | 2015-05-08 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 8, 2015, Starboard Resources, Inc. (the “Company”) engaged Akin Doherty Klein & Feuge, P.C. (“ADKF”) of San Antonio, Texas to be our independent registered public accounting firm, effective immediately, with the approval of the Board of Directors’ Audit Committee. | stbr_8k.htm |
| 2015-04-22 | 8-K | 2015-04-17 | 8.01 Other Events | 8.01 On April 17, 2015, Starboard Resources, Inc. was served with a lawsuit filed in Bexar County, Texas by William F. Pettinati, Jr., Nicholas Garofolo, Sigma Gas Barbastella Fund and Sigma Gas Antrozous Fund against Starboard Resources, Inc., its directors, its Chief Operating Officer, Edward Shaw, its former Chief Financial Officer, Eric Alfuth, our stockholder, Bradford Higgins, and Sean O’Sullivan, the managing director of our stockholder, SOSventures, LLC. | sbr_8k.htm |
| 2015-03-18 | 8-K | 2015-03-16 | 8.01 Other Events | 8.01 On March 16, 2015, Starboard Resources, Inc. issued the press release attached as Exhibit 99.1. | star_8k.htm |
| 2014-12-23 | 8-K | 2014-12-19 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Based on information which the Borrower has provided the Lender, the Lender believes that the Borrower has made payments in violation of Section 7.6.4 of the Credit Agreement. | star_8k.htm |
| 2014-11-13 | 8-K | 2014-11-10 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On October 28, 2014, the stockholders of Starboard Resources, Inc. (“Company”) approved amendments to its Certificate of Incorporation. | sbr_8k.htm |
| 2014-10-31 | 8-K | 2014-10-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On October 28, 2014, the stockholders of Integra Oil and Gas, Inc. (“Company”) approved amendments to its Certificate of Incorporation and Amended and Restated Bylaws as further described in the Company’s Definitive Proxy Statement dated September 25, 2014 filed with the Securities and Exchange Commission. 5.07 The Company held its annual stockholder meeting on October 28, 2014 at 10:00 AM Central Time at its offices in San Antonio, Texas. | star_8k.htm |
| 2014-09-16 | 8-K | 2014-09-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 15, 2014 Eric Alfuth informed Starboard Resources, Inc. that he was resigning as Starboard Resources, Inc.’s Chief Financial Officer for personal reasons. | star_8k.htm |
| 2014-09-04 | 8-K | 2014-09-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Effective August 14, 2014 the Board of Directors of Starboard Resources, Inc. (the “Company”) approved the Company’s 2014 Equity Compensation Plan and Amended and Restated Employment Agreements with Michael J. Pawelek, our Chief Executive Officer and Edward Shaw, our Chief Operating Officer. | star_8k.htm |
| 2014-08-05 | 8-K | 2014-08-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The audit committee of Starboard Resources, Inc. (the “Company”) previously approved the engagement of KPMG as the new independent registered public accounting firm for the Company subject to KPMG completing its standard client evaluation procedures and accepting the engagement. | star_8k.htm |
| 2014-07-08 | 8-K | 2014-07-07 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On June 30, 2014, KPMG LLP (“KPMG”) acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its affiliates (“Rothstein Kass”), the independent registered public accounting firm for Starboard Resources, Inc. (the “Company”). | sbr_8k.htm |
| 2014-07-03 | 8-K | 2014-07-03 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On June 3, 2014, the Company entered the First Amendment to the First Amended and Restated Credit Agreement with SOSventures, LLC. | star_8k.htm |
| 2014-05-14 | 8-K | 2014-05-14 | 8.01 Other Events | 8.01 In our Form 10-K for the year ending December 31, 2013 filed on March 31, 2014 and our Form 10-K/A for the year ending December 31, 2013 filed on April 30, 2014, we disclosed that on March 26, 2014 we purchased producing and non-producing oil and natural gas properties in Winkler County, Texas and Lea County, New Mexico for $17,383,000 from White Oak Resources VI, LLC and Permian Atlantis LLC. | star_8k.htm |
| 2014-03-21 | 8-K | 2014-03-21 | 8.01 Other Events | 8.01 On August 8, 2012, Starboard Resources, Inc. (the “Company”) interpleaded 550,000 common stock shares filed in the Connecticut Superior Court in Stamford, Connecticut in Docket No. FST-CV12-6015112-S due to allegations by limited partners of Giddings Oil & Gas LP that those shares had been converted from Giddings Oil & Gas LP. | stbd_8k.htm |
| 2014-02-27 | 8-K | 2013-12-20 | 5.01 Changes in Control of Registrant | 5.01 , Changes in Control of Registrant. | star_8k.htm |
| 2013-12-27 | 8-K | 2013-12-20 | 8.01 Other Events | 8.01 As previously disclosed in Starboard Reources, Inc.’s (“Starboard”) Form 8-K dated December 19, 2013, on December 17, 2013, the Connecticut Banking Commissioner, Howard F. Pitkin, issued an “Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing” against Giddings Oil & Gas LP, Asym Energy Fund III LP, Hunton Oil Partners and others for violations of the anti-fraud and securities registration provisions of the Connecticut Uniform Securities Act. | star_8k.htm |
| 2013-12-19 | 8-K | 2013-12-17 | 8.01 Other Events | 8.01 Gregory Imbruce, acting alone or in conjunction with one or more other persons, directly or indirectly took initiative in founding and organizing Starboard Resources LLC in June 2011. | star_8k.htm |