8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2019

GULFSLOPE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51638	16-1689008
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employee Identification No.)

1331 Lamar St., Suite 1665

Houston, Texas 77010

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 918-4100

Not applicable

(Former name or former address, if changed since last report.)

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: None

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	GSPE	OTC QB

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. ☒ 

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On July 24, 2019, GulfSlope Energy, Inc. (the “Company”) and YA II PN, Ltd. executed a modification letter (the “Modification Letter”) that modified that certain Securities Purchase Agreement (“SPA”), dated as of June 21, 2019, with one or more buyers identified on the signature pages thereto. The Modification Letter removes the “Coverage Failure” provisions of the SPA with respect to the Third Closing (as defined in the SPA).

A copy of the modification letter is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Modification Letter to Securities Purchase Agreement, executed July 24, 2019.

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: July 30, 2019

GULFSLOPE ENERGY, INC.
/s/ John N. Seitz
Name:	John N. Seitz
Title:	Chief Executive Officer

EX-10.1

GulfSlope Energy, Inc. 8-K

Exhibit 10.1

July 19, 2019

GulfSlope Energy, Inc.

1331 Lamar St., Suite 1665

Houston, Texas 77010

Telephone: (281) 918-4103
Attention: John Malanga

Re:   Securities Purchase Agreement between GulfSlope Energy, Inc. (“Company”) and YA II PN, Ltd. (“Buyer”) dated June 21, 2019 (the “SPA”)  

Dear Mr. Malanga,

This letter shall confirm the agreement between the parties regarding the removal of the “Coverage Failure” provisions of the SPA with respect to the Third Closing. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the SPA.

Pursuant to the SPA, with respect to the Third Closing, if there is a Coverage Failure, then the amount of Convertible Debentures to be issued and sold at the Third Closing to the Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure. In order to remove uncertainty with respect to the amount of the Convertible Debentures to be issued and sold at the Third Closing, the parties hereby agree to remove the Coverage Failure provisions from the SPA. In furtherance of the foregoing, the last sentence of Section 1(a) of the SPA shall be deleted in its entirety, and Condition (q) of Section 7 shall be deleted in its entirety.

Other than the as specifically set forth herein, all other terms and conditions of the SPA shall remain unchanged and in full force and effect. Please sign this letter in the space provided below acknowledging the agreement of the Company with the modification.

[Signature Page Follows]

Sincerely,

YA II PN, LTD.

/s/ David Gonzalez

By: David Gonzalez

Acknowledged and agreed on this 19^th day of July 2019 by:

GULFSLOPE ENERGY, INC.

/s/ John H. Malanga

By: John H. Malanga