8-K 1 g3795.txt CURRENT REPORT DATED 1-14-10 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) January 14, 2010 American Eagle Energy Inc. (Exact name of registrant as specified in its charter) Nevada 333-143626 208642477 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 27 North 27th Street, Suite 21G, Billings, Montana 59101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 406-294-9765 N/A (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: [ ] 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)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On January 14, 2010, we issued an aggregate of 1,060,000 restricted shares of our common stock at the price of $0.75 per share, to one non U.S. person (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 pursuant to the closing of a private placement, for aggregate gross proceeds of $795,000. 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. AMERICAN EAGLE ENERGY INC. /s/ Richard Findley ---------------------------------- Richard Findley President Date: January 14, 2010 2