Amended Current Report Filing (8-k/a)
12 Octubre 2022 - 12:21PM
Edgar (US Regulatory)
0000822746
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Amendment No. 1
0000822746
2022-05-19
2022-05-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 12, 2022 (May
19, 2022)
American
Noble Gas, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-17204 |
|
87-3574612 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
15612
College Blvd.
Lenexa,
KS 66219
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (816) 955-0532
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
— |
|
— |
|
— |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
On
May 19, 2022 American Noble Gas, Inc. (the “Company” or “AMGAS”) filed a Current Report on Form 8-K (the “Original
8-K”) to report the completion by AMGAS, of the acquisition of 17 (or 60.7143%) of 28 limited liability membership interests (the
“Interests”) in GMDOC, LLC, a Kansas limited liability company (“GMDOC”), for an aggregate purchase price of
$4,037,500, and, was subsequently admitted as a member of GMDOC, subject to the Company paying its cash capital contribution in full,
which was completed on May 16, 2022. At the close of business on March 31, 2022, GMDOC acquired approximately 65% of the
working interests (the “Acquisition”) in certain oil and gas leases (the “GMDOC Leases”) previously held by and
acquired from Castelli Energy, L.L.C, an Oklahoma limited liability company (“Castelli”). Castelli retained a 5% working
interest in all of the GMDOC leases and three other companies acquired a total of 30% of the working interests outside of GMDOC which
resulted in GMDOC acquiring an approximate 65% net working interest in the GMDOC Leases. This Current Report on Form 8-K/A amends
Item 9.01 of the Original 8-K to present certain financial statements for the acquisition of the GMDOC Leases from Castelli Energy and
to present certain unaudited pro forma financial information in connection with the acquisition of the acquired oil and gas properties.
Item 9.01.Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
|
The
Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties Acquired by GMDOC, LLC from Castelli Energy, LLC
for the years ended March 31, 2022 and 2021, together with independent auditors’ report thereon, are filed as Exhibit 99.1
to this Current Report on Form 8-K/A and are incorporated herein by reference. |
(b)Pro Forma
Financial Information
|
The
unaudited pro forma balance sheet of American Noble Gas, Inc. as of March 31, 2022, and the pro forma statement of operations for
the year ended year ended December 31, 2021, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated
herein by reference. |
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 12, 2022 |
American
Noble Gas, Inc. |
|
|
|
|
By: |
/s/
Stanton E. Ross |
|
Name:
|
Stanton
E. Ross |
|
Title: |
Chairman,
President and Chief Executive Officer |
EXHIBIT
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