- Current report filing (8-K)
June 19 2009 - 5:01AM
Edgar (US Regulatory)
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) June 17, 2009
VELOCITY
ENERGY INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29463
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51-0392750
|
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(State
of Incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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523
N. Sam Houston Parkway East
Suite
175
Houston,
Texas 77060
(Address
of principal executive offices, including zip code)
(713)
741-0610
(Registrant's
telephone number, including area code)
N/A
(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 (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.
As
previously reported by Velocity Energy Inc. (the "Company") on November 20,
2008, the Company entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with The Longview Fund, L.P. and Longview Marquis Master
Fund, L.P. (“Marquis”), pursuant to which, among other things, the Company
issued in favor of Marquis that certain senior secured promissory note dated
November 13, 2008, in the original principal amount of $8,875,000, as amended
(the “Senior Secured Note”). The Company previously filed a copy of
the Securities Purchase Agreement as an exhibit to its Form 8-K dated November
20, 2008, and the Securities Purchase Agreement is incorporated into this Item
1.01 by reference.
On May
29, 2009, Marquis and Summerview Marquis Fund, L.P. (“Summerview”) entered into
a letter agreement whereby Marquis transferred to Summerview a portion of the
unpaid principal of the Senior Secured Note in the principal amount of
$1,679,842.02 (the “Summerview Secured Note”), including all of Marquis’ rights,
title and interest with respect to the transferred portion of the Senior Secured
Note and Summerview agreed to be bound by all of the terms and conditions of the
Securities Purchase Agreement. Marquis continued to hold a note
in the amount of $5,002,751.98, which represents the remaining
portion of the Senior Secured Note (the “Marquis Secured Note”).
On June
17, 2009, the Company, Marquis and other parties named therein, entered into
that certain June 2009 Amendment Agreement which amends the Securities Purchase
Agreement (the “Amendment”). Pursuant to the Amendment, the Company
and Marquis increased the principal amount of the Marquis Senior Secured
Note. The Company received consideration of $1,500,000 from Marquis
(the “Additional Payment”), and upon receipt of the Additional Payment, the
principal amount of the Marquis Secured Note will increase by
$1,664,375. The Company will issue and deliver to Marquis a note in
the same form as the Senior Secured Note for the principal amount of
$6,647,126.98. The proceeds of the Additional Payment will be used to
fund an Agreed Acquisition as defined in Section 4(d) of the Securities Purchase
Agreement. The terms and conditions of the Summerview Secured Note
are not amended as a result of or in connection with the amendment to the
Marquis Secured Note pursuant to the Amendment.
The
foregoing discussion of the Amendment is qualified in its entirety by reference
to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is
incorporated into this Item 1.01 by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
|
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10.1
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June
2009 Amendment Agreement among the Company, Longview Marquis Master Fund,
L.P. and other parties named therein, dated as of June 17,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Velocity
Energy Inc.
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Dated:
June 19, 2009
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By:
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/s/
Donald E. Vandenberg
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Donald
E. Vandenberg, CEO
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|
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Exhibit No.
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Description
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10.1
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June
2009 Amendment Agreement among the Company, Longview Marquis Master Fund,
L.P. and other parties named therein, dated as of June 17,
2009.
|
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