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): December 22, 2017
EnerJex Resources, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36492 | 88-0422242 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4040 Broadway, Suite 425, San Antonio, Texas | 78209 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (210) 592-1670
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:
| x | 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)) |
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On December 22, 2017, EnerJex Resources, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), was notified by the NYSE American (the “Exchange”) that NYSE Regulation has accepted the Company’s plan to regain compliance with the Exchange’s continued listing standards of the NYSE American Company Guide (the “Company Guide”) by April 17, 2019, subject to periodic review by the Exchange for compliance with the initiatives set forth in the plan. If the Company is not in compliance with the continued listing standards by April 17, 2019, or if the Company does not make progress consistent with the plan during the plan period, the NYSE Regulation staff may initiate delisting proceedings as appropriate.
As previously reported in a Current Report on Form 8-K filed on October 20, 2017, the Company was previously notified by the Exchange that the Company was not in compliance with the stockholders’ equity continued listing standards as set forth in Sections 1003(a)(i) and (iii) of the Company Guide. In order to maintain its listing, the Company submitted a plan of compliance on November 20, 2017, addressing how it intends to regain compliance with Sections 1003(a)(i) of the Company Guide by April 19, 2017.
The plan submitted by the Company on November 20, 2017 and accepted by NYSE Regulation on December 22, 2017, was substantially based on the potential merger between the Company and AgEagle Aerial Systems, Inc., as announced in the Company’s Form 8-K, filed with the Commission on November 20, 2017.
The notice from the Exchange has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the Exchange under the symbol “ENRJ,” subject to periodic review by the Exchange.
This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. These forward-looking statements may include financial projections, revenue and earnings guidance and other statements or assumptions regarding our expectations and beliefs. The Company believes that its expectations, as expressed in these statements are based on reasonable assumptions regarding the risks and uncertainties inherent in achieving those expectations. These statements are not, however, guarantees of performance and actual results may differ materially. Risks and uncertainties which may cause actual results to be different than expressed or implied in our forward-looking statements include, but are not limited to, the risk factors described under the heading “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. The Company expressly disclaims any current intention to update any forward-looking statement as a result of new information or future events or developments.
| Item 7.01. | Regulation FD Disclosure |
On December 27, 2017, the Company issued a press release entitled “EnerJex Resources, Inc. Receives Approval of Compliance Plan from NYSE American,” which is attached as Exhibit 99.1 and incorporated herein.
The information in this Item 7.01 and the document attached as Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
See Item 3.01 for a discussion of certain information concerning Enerjex and the NYSEAmerican.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of EnerJex Resources, Inc. dated December 27, 2017. |
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.
| December 27, 2017 | EnerJex Resources, Inc. | ||
|
/s/ Louis G. Schott | |||
| Name: | Louis G. Schott | ||
| Title: | Interim Chief Executive Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release of EnerJex Resources, Inc. dated December 27, 2017. |
EXHIBIT 99.1
EnerJex Resources, Inc. Receives Listing Plan Acceptance by the NYSE American
San Antonio, TX, December 27, 2017 (NYSE American: ENRJ) – EnerJex Resources, Inc. (the “Company”), announced that the NYSE American (the “Exchange”) notified the Company that it accepted the Company’s plan to regain compliance with the continued listing requirements of the Exchange.
On October 19, 2017, the Company received notice that they were not in compliance with NYSE American’s continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide since it reported losses in two of its three most recent fiscal years.
The Company submitted its plan of compliance on November 20, 2017, and on December 22, 2017, the Exchange notified the Company that it accepted the Company’s plan and granted the Company an extension until April 19, 2019 to regain compliance with the continued listing standards. The Company will be subject to periodic review by Exchange Staff during the extension period. The Company is not currently in compliance with NYSE American listing standards, but its listing is being continued pursuant to this extension.
The plan accepted by the Exchange was substantially based on the potential merger between the Company and AgEagle Aerial Systems, Inc., as announced in the Company’s Form 8-K, filed with the Commission on November 20, 2017.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
Apart from statements of historical fact, the text of this press release constitutes forward-looking statements within the meaning of the U.S. securities laws, and is subject to the safe harbors created therein. These statements include, but are not limited to, statements regarding the future business operations of EnerJex Resources, Inc. (the “Company”), the prospect for development of AgEagle Aerial Systems’ drone devices, the possibility of a merger transaction between the companies, and possible benefits from such a merger for the companies and their respective stakeholders. These forward-looking statements speak only as of the date of this news release. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. Such statements reflect management’s current views and are based on certain assumptions that may or may not ultimately prove valid. The Company’s actual results may vary materially from those contemplated in such forward-looking statements due to risks and uncertainties to which the Company is subject, including uncertainties about the parties’ ability to complete the merger; uncertainties concerning the sufficiency of the Company’s remaining funds to continue operations; uncertainties regarding the negotiation with the Company’s lenders;and other factors.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval.
EnerJex filed a registration statement on Form S-4 in connection with the proposed transaction which includes a definitive proxy statement and a proxy card, and will be mailed to the Company’s stockholders seeking any required stockholder approvals in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders may obtain, free of charge, copies of the definitive proxy statement/prospectus and any other documents filed by EnerJex with the SEC in connection with the proposed transactions at the SEC’s website (http://www.sec.gov), at EnerJex’s website, or by directing written request to: EnerJex Resources, Inc., 4040 Broadway Street, Suite 425, San Antonio, TX 78209, Attention: Louis G. Schott, Interim Chief Executive Officer.
The Company and its directors and executive officers and AgEagle and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement referred to above. Additional information regarding the directors and executive officers of the Company is also included in the Company’s Definitive Proxy Statement on Schedule 14A relating to the 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2017. This document is available free of charge at the SEC web site (www.sec.gov), at the Company’s website, or by directing a written request to the Company as described above.