Current Report Filing (8-k)
September 25 2019 - 2:43PM
Edgar (US Regulatory)
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): September 23, 2019
Royal
Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation or organization)
|
|
000-52547
(Commission
File
Number)
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11-3480036
(IRS
Employer
Identification
No.)
|
56
Broad Street, Suite 2
Charleston,
South Carolina 29401
(Address of principal executive office) (Zip Code)
(843)
900-7693
(Registrants’ telephone number, including area code)
Not
Applicable
(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)
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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|
Trading
Symbol
|
|
Name
of each exchange on which registered
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None
|
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None
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None
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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
8.01 Other Events.
As
previously reported, on May 3, 2019, Royal Energy Resources, Inc. (“Royal”), Rhino GP LLC (“Rhino GP”),
which is 100% owned by Royal, and Rhino Resource Partners LP (the “Partnership”), of which Rhino GP is the general
partner, filed a complaint in the Court of Chancery in the State of Delaware against Rhino Resource Partners Holdings LLC (“Holdings”),
Weston Energy LLC (“Weston”), Yorktown Partners LLC and certain Yorktown affiliates (collectively, the “Yorktown
entities”), as well as Mr. Ronald Phillips, Mr. Bryan H. Lawrence and Mr. Bryan R. Lawrence. Reference is made to the Form
8-K dated May 3, 2019 and filed May 10, 2019 for a more detailed description of the lawsuit.
On
September 23, 2019, Royal, Rhino GP, and the Partnership entered into a settlement agreement with Ronald Phillips under which
Mr. Phillips will be dismissed with prejudice from the lawsuit in consideration for, among other things, Mr. Phillips’ return
for cancellation of up to 500,000 shares of common stock of Royal previously issued to Mr. Phillips, Mr. Phillips’ dismissal
of an advancement action filed by him in reference to the lawsuit. In addition, the settlement provided for reimbursement of a
portion of the legal fees claimed by Mr. Phillips and no admission of liability by either party.
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 thereunto duly authorized.
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ROYAL
ENERGY RESOURCES, INC.
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Dated:
September 25, 2019
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By:
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/s/
Whitney C. Kegley
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Whitney
C. Kegley
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Vice
President, Secretary and General Counsel
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