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 the earliest event reported) January 15, 2015

Eos Petro, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53246	98-0550353
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1999 Avenue of the Stars, Suite 2520 Los Angeles, California  90067

 (Address of principal executive offices)

(310) 552-1555

 (Registrant’s telephone number, including area code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Amendment to Merger Agreement

On September 17, 2014, Dune Energy, Inc. (OTCBB: DUNR), a Delaware corporation (“Dune”), entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”), with Eos Petro, Inc. (OTCBB: EOPT), a Nevada corporation (“Eos”), and Eos Merger Sub. Inc., a Delaware corporation and direct wholly-owned subsidiary of Eos (“Purchaser”).

Pursuant to the Merger Agreement, and on the terms and subject to the conditions described therein, Purchaser agreed to conduct a cash tender offer (the “Offer”) to purchase all of Dune’s issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), at a price of $0.30 per Share in cash, without interest, upon the terms and conditions set forth in the Merger Agreement (the “Offer Price”).

On January 15, 2015, Eos and Dune executed a fourth amendment to the Merger Agreement (the “Amendment”) to extend the expiration date of the Offer to midnight, New York City Time, on Friday, January 23, 2015.

As of January 16, 2015 Dune and Eos are in the process of negotiating potential revised terms for the Merger Agreement upon which the merger and Offer could still be completed.  Such revised terms may include, but are not limited to, revising the $0.30 per share price for the shares of Dune common stock tendered for purchase in the Offer.  If the parties are able to agree on revised terms, the parties will announce such terms and, if there are less than ten business days left before the expiration of the Offer, extend the Offer so that Dune’s shareholders have a minimum of ten business days to consider such revised terms.  However, there is no assurance that the parties will be able to agree on revised terms.

The forgoing description of the Merger Agreement, as amended by the Amendment, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the original Merger Agreement, which was attached as Exhibit 2.1 to Eos’s Current Report on Form 8-K filed with the SEC on September 18, 2014; the Letter Agreement amendment to the Merger Agreement dated November 20, 2014, which was attached as Exhibit 2.2 to Eos’s Current Report on Form 8-K filed with the SEC on November 21, 2014;  a third amendment to the Merger Agreement dated December 23, 2014, which was attached as Exhibit 2.3 to Eos’s Current Report on Form 8-K filed with the SEC on December 23, 2014; and the Amendment, attached hereto as Exhibit 2.4, all of which are incorporated herein by reference. The forgoing description is not intended to modify or supplement any factual disclosures about Eos in its public reports filed with the SEC and it is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Dune, Eos or Purchaser. In particular, the representations, warranties and covenants set forth in the Merger Agreement (a) were made solely for purposes of the Merger Agreement and solely for the benefit of the contracting parties, (b) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made to Eos and Purchaser in connection with the Merger Agreement, (c) will not survive consummation of the transactions contemplated therein, (d) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (e) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (f) may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the parties. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in subsequent public disclosure.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of September 17, 2014, among Dune Energy, Inc., Eos Petro, Inc. and Eos Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to Eos’s Current Report on Form 8-K filed with the SEC on September 18, 2014).
2.2	Letter Agreement, dated as of November 20, 2014, among Dune Energy, Inc., Eos Petro, Inc. and Eos Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.2 to Eos’s Current Report on Form 8-K filed with the SEC on November 21, 2014).
2.3	Third Amendment to Agreement and Plan of Merger dated December 22, 2014, among Dune Energy, Inc., Eos Petro, Inc. and Eos Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.3 to Eos’s Current Report on Form 8-K filed with the SEC on December 23, 2014).
2.4	Fourth Amendment to Agreement and Plan of Merger dated January 15, 2015, among Dune Energy, Inc., Eos Petro, Inc. and Eos Merger Sub, Inc. (filed herewith).

IMPORTANT INFORMATION ABOUT THE TENDER OFFER

This Form 8-K is not an offer to purchase or a solicitation of an offer to sell securities of Dune.  Eos has previously filed its offer to purchase and related materials with the SEC on Schedule TO, as subsequently amended, and Dune has previously filed its solicitation/recommendation statement with the SEC on Schedule 14D-9, as subsequently amended.  DUNE STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY SINCE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING TERMS AND CONDITIONS OF THE OFFER.   The Tender Offer Statement and Solicitation/Recommendation Statement on Schedule 14D-9 will be sent free of charge to Dune stockholders. Free copies of these and other materials (when available) may be obtained by contacting the information agent for the tender offer Okapi Partners, LLC toll-free at (855) 305-0856 or info@okapipartners.com.  In addition, all of these materials (and all other documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and stockholders may also obtain free copies of the respective documents of Dune and Eos that are filed with the SEC from http://www.duneenergy.com and http://www.eos-petro.com.

Signature

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 thereunder duly authorized.

	Eos Petro, Inc.
	(Registrant)
Dated: as of January 20, 2015	By:	/s/ Nikolas Konstant
		Nikolas Konstant
		Chairman of the Board and
		Chief Financial Officer

EX-2.4

Exhibit 2.4

FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This Fourth Amendment to Agreement and Plan of Merger (“Fourth Amendment”) is made and entered into on this 15th day of January, 2015, by and among Eos Petro, Inc. (“Eos”), Eos Merger Sub, Inc. (“Merger Subsidiary”), a wholly owned subsidiary of Eos, and Dune Energy, Inc. (the “Company”).

WHEREAS,  the Company, Eos and Merger Subsidiary have previously entered into an Agreement and Plan of Merger, dated as of September 16, 2014, as amended on November 6, 2014, November 20, 2014 and December 22, 2014 (the “Merger Agreement”), whereby it has been agreed that Merger Subsidiary will make a cash tender offer to acquire all of the Company’s outstanding shares of common stock, $0.001 par value per share, upon the terms and conditions set forth in the Merger Agreement and the Offer Documents filed with the SEC by Eos and Merger Subsidiary.

WHEREAS, in accordance with Section 9.3 of the Merger Agreement, the parties to the Merger Agreement desire to amend certain terms of the Merger Agreement as set forth in this Fourth Amendment so as to, among other things, extend the Expiration Date;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Fourth Amendment and in the Merger Agreement, and intending to be legally bound hereby, Eos, Merger Subsidiary and the Company hereby agree as follows:

1.   Defined Terms. Terms not defined herein shall have the meaning ascribed thereto in the Merger Agreement as amended.

2.   Amendment to Expiration Date. The Expiration Date, as set forth in Section 2.1(c) of the Merger Agreement, is extended to midnight, New York City time, on January 23, 2015.

3.    Consent and Waiver.  Eos and Merger Subsidiary hereby confirm and acknowledge that any amendments to, waivers or defaults under, or expiration of the Forbearance Agreements dated September 30, 2014 and January 2, 2015 by and among the Company, certain lenders and the Bank of Montreal, or entry into a new forbearance agreement is hereby consented to and will not be deemed to be a breach of any representation, warranty or covenant contained in the Merger Agreement.

4.   Effect of Amendment. This Fourth Amendment, except as expressly provided herein, shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Merger Agreement (including, without limitation, the Company’s termination rights under Sections 8.1(c)  and 8.3(c) to the Merger Agreement).  Except as otherwise expressly provided herein, all of the terms, conditions and provisions of the Merger Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall continue in full force and effect, and are hereby ratified and confirmed.

5.   Miscellaneous.  This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures delivered by means of facsimile, “.pdf” or other electronic transmission shall be valid and binding to the same extent as the delivery of original signatures.

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     In Witness Whereof, the parties have caused this Fourth Amendment to Agreement and Plan of Merger to be executed as of the date first above written.

EOS PETRO, INC.

By:/s/ Nikolas Konstant

Name: Nikolas Konstant

Title:  Chairman and CFO

EOS MERGER SUB, INC.

By:/s/ Nikolas Konstant

Name: Nikolas Konstant

Title: President and CEO

DUNE ENERGY, INC.

By:/s/ James A. Watt

Name: James A. Watt

Title: President and CEO