FORM 8-K

  

 

 

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): August 27, 2013

 

Petro River Oil Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   000-49760   98-0611188

(State or Other Jurisdiction

of Incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

1980 Post Oak Blvd., Suite 2020

Houston, TX 77056

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (469) 828-3900

 


 

(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):

 

[  ] 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))

  

 

 

 
 

 

Item 8.01. Other Events.

 

On August 27, 2013, the Company announced that on August 26, 2013 the Company has made a filing with the Financial Industry Regulatory Authority (“FINRA”) notifying FINRA of the Company’s intent to effectuate a reverse stock split of its common stock, at a ratio of 1 for 25. The Company received approval from its shareholders on September 7, 2012 to effectuate this reverse stock split, and the Company anticipates that the reverse stock split will be effective on September 5, 2013. However, no assurances can be made that the reverse stock split will be completed on this date.

 

A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit

Number

  Exhibit Description
99.1   Press Release dated August 27, 2013

 

 
 

 

SIGNATURE PAGE

 

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.

 

Date: August 27, 2013

 

  Petro River Oil Corp.
   
  By: /s/ Scot Cohen
  Name: Scot Cohen
  Title: Executive Chairman

 

 
 

 


Exhibit 99.1

 

 

HOUSTON, TX— August 27, 2013……….. Petro River Oil Corp (the “Company” or “Petro River”) announces that on August 26, 2013 that the Company made a filing with the Financial Industry Regulatory Authority (“FINRA”) notifying FINRA of the Company’s intent to effectuate a reverse stock split of its common stock, at a ratio of 1 for 25. The Company received approval from its shareholders on September 7, 2012 to effectuate this reverse stock split, and the Company anticipates that the reverse stock split will be effective on September 5, 2013. However, no assurances can be made that the reverse stock split will be completed on this date.

 

Forward-Looking Statements

 

This news release contains forward-looking and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

 

The forward-looking statements contained in this news release are made as of the date of this news release. Petro River disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Petro River undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

 

Contact Information:  
   
Investor Relations:  
gary@petroriveroil.com  
212-596-7090  
www.petroriveroil.com