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NAMG > SEC Filings for NAMG > Form 8-K on 9-Dec-2013All Recent SEC Filings

Show all filings for NORTH AMERICAN OIL & GAS CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NORTH AMERICAN OIL & GAS CORP.


9-Dec-2013

Entry into a Material Definitive Agreement, Unregistered Sale of E


Item 1.01 Entry into a Material Definitive Agreement.

Effective December 1, 2013, North American Oil & Gas Corp. (the "Company") entered into a letter agreement (the "Agreement") with Oel und Erdgazforshung AG, a Nevis Corporation (the "Investor"), relating to the sale and issuance of the Company's common stock, par value $0.001 per share (the "Common Stock"), and warrants (the "Warrants").

The Agreement stipulates that the Investor will purchase the Common Stock in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals (the "Offering"). The quantity of Common Stock issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

The warrants will be exercisable immediately upon issuance and expire three (3) years from issuance date. The warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications.

The Agreement relates to the issuance of shares first reported on the Company's Current Report of Form 8-K, dated October 22, 2013. Although the Agreement was not finalized as of the October 22, 2013 filing, the investment by the Investor referred to in such filing is the first of five anticipated tranches of investments by the Investor pursuant to the Agreement.

On December 6, 2013, the Company executed the second tranche of the Agreement with the Investor, relating to the sale and issuance of 261,438 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for a purchase price of $200,000, and warrants (the "Warrants") to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $0.98 per warrant.

The Warrants are exercisable immediately and expire December 6, 2016. The Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications.

The foregoing descriptions of the Agreement, the Offering and the warrants do not purport to be complete and are qualified in their entirety by the documents, which are attached as Exhibits 10.1 and 4.1, to this Current Report on Form 8-K and incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the common stock and the warrants are hereby incorporated by reference. The common stock and the warrants will be issued pursuant to the exemption afforded by Rule 506 of Regulation D promulgated under Securities Act of 1933, as amended.




Item 5.02(a) Departure of Directors or Certain Officers Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

Gregory Renwick resigned as Director of the Company effective as of December 6, 2013. Mr. Renwick confirmed that he had no disagreements with the Company.

Forward-Looking Statements

Except for statements of historical fact, the matters discussed in this Form 8-K are forward-looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond our control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, changes in regulations or issuance of new regulations or interpretations, limited operating history, our inability to execute our business plan and achieve profitability, lack of outcomes and statistically significant formal research studies, difficulty enrolling members in our programs, the risk that treatment programs might not be effective, difficulty in developing, exploiting and protecting proprietary technologies, intense competition and substantial regulation in the health care industry and our financial position and liquidity. You are urged to consider statements that include the words "may," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plan," "anticipates," "intends," "continues," "forecast," "designed," "goal," or the negative of those words other comparable words to be uncertain and forward-looking. For a further list and description of the risks and uncertainties we face, please refer to our most recent Securities and Exchange Commission filings which are available on its website at http://www.sec.gov. Such forward-looking statements are current only as of the date they are made, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Stock Purchase Plan Letter Agreement

10.2 Stock Purchase and Sale Agreement - Oel und Erdgazforshung AG

17.1 Correspondence on departure of Director


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