SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  April 12,  2016
 

 
PETRO RIVER OIL CORP.
(Exact name of Registrant as specified in its Charter)


 
Delaware
000-49760
9800611188
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
   
205 East 42nd Street, Fourteenth Floor
New York, New York 10017
 
(Address of principal executive offices)
 
   
(469) 828-3900
 
(Registrant’s Telephone Number)
 
   
Not Applicable
 
(Former name or 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 April 4, 2016, Petro River Oil Corp. (the “Company”) issued a press release announcing that it had filed an application to list its common stock on The NASDAQ Capital Market.    The Company’s proposed listing on The NASDAQ Capital Market is subject to review by NASDAQ and is dependent upon the Company meeting all relevant quantitative and qualitative listing standards of NASDAQ.  No assurance can be given that the Company’s application will be approved. 
 
         The Company also announced that it will host an investor and corporate update conference call on Thursday, April 21st at 10:00 AM EST, to present the Company’s strategy. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.  A copy of the presentation management proposes to present on the conference call is attached to this Current Report on Form 8-K as Exhibit 99.2.
 
         This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", "should", "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

 
 

 
 
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.
 

       
   
PETRO RIVER OIL CORP.
       
Date: April 12, 2016
 
By:
 /s/ Scot Cohen
     
Scot Cohen
     
Executive Chairman
       
 
 
 

 
 
EXHIBIT INDEX

Exhibit No.
 
Description
99.1
 
Press Release, dated April 12, 2016
99.2
 
Petro River Oil Corp. Corporate Presentation

 
 
 
 
 

Exhibit 99.1
For Immediate Release

Petro River Oil Applies to List on NASDAQ Capital Market

Schedules Investor Conference Call for Thursday, April 21st

New York, NY, April 12, 2016- Petro River Oil Corp . (OTCBB: PTRC) (“Petro River” or the “Company”) has filed an application to list its common stock on The NASDAQ Capital Market ahead of several upcoming corporate events, including the drilling of an initial well in Northern Ireland’s Larne Basin in Spring 2016, and several wells in the Company’s development assets in Oklahoma and California later in the year.

“A NASDAQ listing is an important corporate objective for the Company,” said Scot Cohen, Executive Chairman of Petro River. “ Petro River has made significant progress in recapitalizing the company, building a new management team and acquiring projects in prolific US and Western European basins over the last six months.  Petro River’s strategy was highlighted in a recent article published on Seeking Alpha , and our Larne Basin asset has been analyzed by a leading oil and gas publication – Oil and Gas Journal .   Listing on The NASDAQ Capital Market will allow Petro River to communicate this progress to a broader audience, attract institutional investors, and provide greater liquidity for our shareholders.”

The Company’s proposed listing on The NASDAQ Capital Market is subject to review by NASDAQ and is dependent upon the Company meeting all relevant quantitative and qualitative listing standards of NASDAQ.  No assurance can be given that the Company’s application will be approved.

Petro River will host an investor and corporate update conference call on Thursday, April 21 st at 10am EST, in which Mr. Cohen and Petro River President, Stephen Brunner, will present the Company’s strategy and provide an opportunity for Q&A with members of the media, investors and analysts.  A copy of the Company’s corporate presentation will be posed on the Company’s website, located at www.petroriveroil.com.

Interested parties can join the conference call on April 21 st at 10am EST by clicking the below link:

https://global.gotomeeting.com/join/193669573

Or dialing:

United States: +1 (571) 317-3122
Access Code: 193-669-573

 
 

 
 
About: Petro River Oil Corp.
 
Petro River Oil Corp. (OTCBB: PTRC) is an independent energy company with its core holdings in Northeast Oklahoma, the Larne Basin in Northern Ireland, and Kern County, California.  Petro River’s strategy is to apply modern technology, such as 3D seismic analysis to exploit hydrocarbon-prone resources in historically prolific plays and underexplored prospective basins to build reserves and to create value for the Company and its shareholders.   For more information, please visit our website at www.petroriveroil.com .

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.  These forward looking statements, projections and statements are subject to change and could differ materially from final reported results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.  Petro River 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 to the matters discussed above. Readers should also carefully review the “Risk Factors” in Petro River’s annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the SEC under the Securities Exchange Act of 1934, as amended.   For further information, please contact:
 
Investor Relations
ir@petroriveroil.com
(469) 828-3900


Exhibit 99.2