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 May 10, 2023, White River Energy Corp (the “Company”) entered into an agreement (the “Amendment”) with the holder of that certain 10% Original Issue Discount Senior Secured Convertible Note dated December 16, 2022 (“Note”) and the designated counterparty under that certain Letter Agreement dated December 16, 2022 (“Consulting Agreement”), pursuant to which the Note and Consulting Agreement were amended as follows: (A) with respect to the Note, (i) the monthly redemption payment obligation was eliminated, (ii) the mandatory prepayment amount with respect to principal was increased from 120% to 127.5%, or $2,125,000; (iii) the mandatory default amount with respect to principal was increased from 125% to 132.5%, or $2,208,333.34; and (iv) the optional redemption amount with respect to principal was increased from 120% to 127.5%, or $2,125,000; and (B) with respect to the Consulting Agreement, an additional clause was added providing that the consultant shall receive on the date ending 180 days after the date a registration statement filed by the Company registering the sale of the shares issuable thereunder is declared effective by the Securities and Exchange Commission, an additional number of shares of common stock if necessary such that the consultant shall have received a number of shares equal to $1,666,666.67 divided by the price per share of the common stock as of such date.
The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a form of which is filed herewith as Exhibit 10.1, and to the Note and Consulting Agreement to which the Amendment relates, forms of which were filed as Exhibits 10.2 and 10.6, respectively, to the Company’s previous Current Report on Form 8-K filed on December 21, 2022.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained above in Item 1.01 is incorporated by reference into this Item 3.02. The transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
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 Amendment | Filed | ||||||||
| 10.4 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed | ||||||||
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: May 16, 2023 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Executive Officer | |