UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On January 23, 2023 White River Energy Corp (the “Company”) entered into a Membership Interest Purchase Agreement with an entity (the “Seller”), which Seller is the sole member of another entity (the “Broker”), pursuant to which the Company agreed to purchase from the Seller all membership interests in the Broker in exchange for (i) payment of $70,000 in cash, (ii) prepaid expenses incurred or to be incurred by the Broker not to exceed $30,000, and (iii) up to $20,000 in transaction expenses incurred by the Seller in connection with the Agreement. In connection with the execution of the Agreement, the Company paid a $10,000 non-refundable deposit, which will be applied against the cash portion of the purchase consideration at closing.
The Broker is a broker-dealer licensed with the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) and certain states. Subject to satisfaction of the closing conditions set forth in the Agreement, which include among other things obtaining FINRA approval for the change of control of the Broker within six months of execution of the Agreement, or by July 23, 2023, the Broker will become a wholly-owned subsidiary of the Company. Under the Agreement, the Seller will continue and operate the Broker until the closing, and will be entitled to any accounts receivable generated by the Broker during that time. The Agreement also imposes certain restrictive covenants on the Seller related to the Broker’s operations and activities during the period between signing and closing under the Agreement.
The Company entered into the Agreement to acquire the Broker for the purpose of enabling the Company to create and sell interests in oil and gas funds to assist the Company in continuing its oil and gas exploration and drilling activities.
The foregoing description of the terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed
or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 10.1 | Form of Membership Interest Purchase Agreement* | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed | ||||||||
| * | Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request. |
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.
| White River Energy Corp | ||
| Date: January 27, 2023 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Executive Officer | |