If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP 71647K105
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1.
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Names of Reporting Persons.
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I.R.S. Identification
Nos. of above persons (entities only):
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Scot
Cohen
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions):
PF, AF
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e): N/A
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[ ]
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6.
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Citizenship or Place
of Organization: United States
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Number
of
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7.
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Sole
Voting Power: 197,442,909 (1)
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Shares
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Beneficially
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Owned
by
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8.
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Shared
Voting Power: 6,660,370 (2)
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Each
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Reporting
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Person
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9.
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Sole
Dispositive Power: 197,442,909 (1)
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With
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10.
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Shared
Dispositive Power: 6,660,370 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 204,103,279
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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[ ]
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13.
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Percent
of Class Represented by Amount in Row (11): 24.68%
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14.
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Type
of Reporting Person (See Instructions): IN
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(1)
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The
number of shares over which the Reporting Person has sole voting and dispositive power
includes 112,508,006 shares owned by the Reporting Person, 8,333,333 vested options which
the Reporting Person could exercise within 60 days of the date of filing, 53,685,800
shares owned by Iroquois Capital Opportunity Fund, LP (“
Iroquois
”),
which is controlled by Iroquois Opportunity Management, LLC, of which the Reporting Person
is a Managing Member, 7,362,586 shares owned by Structure Oil Corp. (“
Structure
”),
of which the Reporting Person is a Managing Member, and 15,553,184 shares owned by Mega
Partners 1, LLC (“
Mega
”), of which the Reporting Person is a Managing
Member. As a result of these positions, the Reporting Person may be deemed, pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934, as amended from time to time (the
“
Exchange Act
”) to beneficially own the shares owned by Iroquois,
Structure, and Mega.
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(2)
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The
shares over which the Reporting Person has shared voting and dispositive power are owned
by the Scot Jason Cohen Foundation, Inc. (the “
Cohen Foundation
”).
Due to the Reporting Person’s position as a Director of the Cohen Foundation, he
may be deemed pursuant to Rule 13d-3 of the Exchange Act to beneficially own the shares
owned by the Cohen Foundation.
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Item 1. Security and Issuer.
This Schedule 13D relates to shares
of common stock, par value $0.00001 per share (the “
Common Stock
”), of Petro River Oil Corp., a Delaware corporation
(the “
Issuer
”). The address of the principal executive offices of the Issuer is 1980 Post Oak Blvd., Suite
2020 Houston, TX 77056.
Item 2. Identity and Background.
The Reporting Person filing this
statement is Scot Cohen, a US citizen whose business address is located at 641 Lexington Ave, Floor 26, New York, NY 10022. Mr.
Cohen currently serves as a director and as the Executive Chairman of the Issuer. He also serves as a Managing Member of Structure
Oil Corp. (“
Structure
”), Mega Partners 1 LLC (“
Mega
”), and Iroquois Opportunity Management,
LLC, which controls Iroquois Capital Opportunity Fund, LP (“
Iroquois
”), and is a Director of the Scot Jason
Cohen Foundation, Inc. (the “
Cohen Foundation
”). During the last five years, the Reporting Person has not (i)
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration.
Pursuant to that certain Securities
Purchase Agreement, dated as of April 23, 2013 (the “
Securities Purchase Agreement
”), by and among the Issuer,
Petro River Oil, LLC (“
Petro LLC
”), and various subscribers set forth on the signature pages thereto, including
the Reporting Person, Structure, Mega, Iroquois, and the Cohen Foundation, the Issuer acquired Petro LLC, by issuing shares of
its Common Stock to the subscribers in exchange for their membership interests in Petro LLC and the cancellation of various outstanding
liabilities of Petro LLC (the “
Share Exchange
”):
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i.
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At
the time of the Share Exchange, the Reporting Person was the holder of a promissory note
issued by Petro LLC with unpaid principal and accrued interest equal to $4,082,119.56.
Upon completion of the Share Exchange, the Reporting Person assigned and surrendered
this note to the Issuer in consideration for 112,484,591 newly issued shares of Common
Stock. The Reporting Person also held a promissory note issued by the Issuer with unpaid
principal and accrued interest of $2,892.51. Upon completion of the Share Exchange, the
Reporting Person assigned and surrendered this note to the Issuer in consideration for
23,415 newly issued shares of Common Stock.
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ii.
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At
the time of the Share Exchange, Iroquois was the holder of a promissory note issued by
Petro LLC with unpaid principal and accrued interest equal to $1,494,071.92. Upon completion
of the Share Exchange, Iroquois assigned and surrendered this note to the Issuer in consideration
for 41,169,806 newly issued shares of Common Stock. Iroquois also held promissory notes
issued by the Issuer with unpaid principal and accrued interest of $1,606,231. Upon completion
of the Share Exchange, Iroquois assigned and surrendered these notes to the Issuer in
consideration for 12,515,994 newly issued shares of Common Stock.
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iii.
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At
the time of the Share Exchange, Structure was the holder of a promissory note issued
by Petro LLC with unpaid principal and accrued interest equal to $267,191,78. Upon completion
of the Share Exchange, Iroquois assigned and surrendered this note to the Issuer in consideration
for 7,362,586 newly issued shares of Common Stock.
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iv.
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At
the time of the Share Exchange, Mega had a working interest in assets of the Issuer valued
at $2,000,000. Upon completion of the Share Exchange, Mega received 15,553,184 newly
issued shares of Common Stock in exchange for cancellation of this working interest.
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v.
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At
the time of the Share Exchange, the Cohen Foundation was the holder of a promissory note
issued by Petro LLC with unpaid principal and accrued interest equal to $210,684.93.
Upon completion of the Share Exchange, the Cohen Foundation assigned and surrendered
this note to the Issuer in consideration for 5,805,515 newly issued shares of Common
Stock. The Cohen Foundation also held promissory notes issued by the Issuer with unpaid
principal and accrued interest of $95,793. Upon completion of the Share Exchange, the
Cohen Foundation assigned and surrendered these notes to the Issuer in consideration
for 854,855 newly issued shares of Common Stock.
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Pursuant to that certain Employment
Agreement, dated as of April 23, 2013, by and between the Issuer and the Reporting Person, and amended by an Amendment No. 1,
dated November 20, 2013 (as amended, the “
Employment Agreement
”), the Issuer granted the Reporting Person 41,666,667
options to purchase an equal amount of shares of common stock of the Issuer. Twenty percent of the options, 8,333,333, vested
immediately upon granting, and the remaining options will vest in equal installments on the first through fourth anniversaries
of November 20, 2013.
Item 4. Purpose of Transaction.
As described in Item 3 above,
the transaction that gave rise to the obligation to file this Statement was the Share Exchange between Petro LLC, the Issuer,
and the subscribers to the Securities Purchase Agreement, including the Reporting Person, and Iroquois, Structure, Mega, and the
Cohen Foundation. As a result of the Share Exchange, the Reporting Person became the Executive Chairman of the Issuer.
The shares covered by this Schedule
13D are being held for investment purposes. The Reporting Person reserves the right to acquire, or dispose of, additional securities
of the Issuer, to the extent deemed advisable in light of his general investment strategies, market conditions, or other factors.
The Reporting Person may engage
in discussions with management, other stockholders of the Issuer, or other relevant parties, concerning the business, operations,
governance, management, strategy, and capitalization and/or future plans of the Issuer, or in proposing one or more of the other
actions described in subparagraphs (a)-(j) of this Item 4.
Except as described above or in
his capacity as an executive officer or a director of the Issuer, the Reporting Person does not have any present plans or proposals
that relate to or would result in the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D:
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(a)
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the
acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer;
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(b)
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an
extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
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(c)
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a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the board;
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(e)
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any
material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any
other material change in the Issuer’s business or corporate structure;
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(g)
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changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Exchange Act; or
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(j)
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any
action similar to any of those enumerated above.
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Item 5. Interest in Securities
of the Issuer.
(a) and (b) The responses of the
Reporting Person to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. The
Reporting Person, as the Managing Member of Structure, Mega, and Iroquois Capital Management LLC, which controls Iroquois, and
as a Director of the Cohen Foundation, may be deemed to have the power to direct the voting and/or disposition of the shares of
Common Stock owned by Structure, Mega, and Iroquois, and may therefore be deemed to be the indirect beneficial owner of such shares
pursuant to Rule 13d-3 of the Exchange Act.
(c) The Reporting Person has not
effected any transactions in the Common Stock in the last 60 days.
(d) There are currently three
Directors of the Cohen Foundation, each of whom, for the account of the Cohen Foundation, has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Cohen Foundation.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
As described in Item 3 above,
which is incorporated herein by reference, the Issuer, the Reporting Person, Iroquois, Structure, Mega, and the Cohen Foundation,
are parties to the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Share Exchange described
in Item 3 was effectuated, and securities were issued to the Reporting Person, Iroquois, Structure, Mega, and the Cohen Foundation.
As described in Item 3 above,
which is incorporated herein by reference, the Issuer and the Reporting Person are parties to the Employment Agreement, pursuant
to which the Reporting Person was granted 41,666,667 options to purchase Common Stock of the Issuer, 8,333,333 of which have vested
and are exercisable within 60 days of the date of filing.
Item 7. Material to be Filed
as Exhibits.
Exhibit
Number
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Exhibit
Description
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99.1
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Securities Purchase
Agreement, dated April 23, 2013, by and among Petro River Oil Corp., Petro River Oil, LLC, and the subscribers set forth on
the signature pages thereto (incorporated by reference to the Issuer’s Form 8-K filed with the Securities and Exchange
Commission on April 29, 2013).
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99.2
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Employment Agreement,
dated April 23, 2013, by and between Petro River Oil Corp. and Scot Cohen (incorporated by reference to the Issuer’s
Form 8-K filed with the Securities and Exchange Commission on April 29, 2013).
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99.2
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Amendment Number 1 to
that certain Employment Agreement, dated November 20, 2013, by and between Petro River Oil Corp. and Scot Cohen (incorporated
by reference to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 22, 2013).
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SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: March 31, 2014
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/s/
Scot Cohen
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Scot Cohen
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