TRULEUM, INC. Item 1.02 Termination of a Material Definitive Agreement.
7.25% Senior Secured Convertible Notes Payable
On
Under the 7.25% Security Agreement the collateral for the 7.25% Notes is as
follows: every kind and description, tangible or intangible consisting of the
proceeds and production of 34 well bores and related assets under that certain
Purchase and Sale Agreement with
(a) all Accounts;
(b) all Chattel Paper (whether tangible or electronic);
(c) the Commercial Tort Claims specified on Schedule VI hereto;
(d) all Deposit Accounts, all cash and other property from time to time
deposited therein and the monies and property in the possession or under the
control of the Collateral Agent or Buyer or any affiliate, representative,
agent or correspondent of the Collateral Agent or Buyer;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles (including, without limitation, all Payment
Intangibles);
(i) all Goods
(j) all Instruments (including, without limitation, Promissory Notes and each
certificated Security);
(k) all Inventory;
(l) all Investment Property;
(m) all Copyrights, Patents and Trademarks, and all Licenses and Leases;
(n) all Letter-of-Credit Rights;
(o) all Supporting Obligations;
(p) all other tangible and intangible personal property of each Grantor (whether
or not subject to the Code), including, without limitation, all bank and
other accounts and all cash and all investments therein, all proceeds,
products, offspring, accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the property of any Grantor
described in the preceding clauses of this Section 2 (including, without
limitation, any proceeds of insurance thereon and all causes of action,
claims and warranties now or hereafter held by each Grantor in respect of
any of the items listed above), and all books, correspondence, files and
other Records, including, without limitation, all tapes, desks, cards,
Software, data and computer programs in the possession or under the control
of any Grantor or any other Person from time to time acting for any Grantor,
in each case, to the extent of such Grantors rights therein, that at any
time evidence or contain information relating to any of the property
described in the preceding clauses of this Section 2 or are otherwise
necessary or helpful in the collection or realization thereof; and
(q) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products
of any and all of the foregoing Collateral.
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The 7.25% Notes are convertible at any time after the date of issuance into
shares of the Company's Common Stock at a fixed conversion price of
The conversion price is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the 7.25% Notes to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99%, in the aggregate, of the issued and outstanding shares of the Company's Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the 7.25% Notes (the "Beneficial Ownership Limitation").
Under the terms of the Exchange Agreements,
No commission or other payment was received by the Company in connection with the Exchange Agreements. Such exchanges were conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the New 7.25% Notes and shares of Common Stock issuable pursuant to the Exchange Agreements have been, or will be, upon settlement, issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by an issuer and an existing securityholder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.
The forgoing descriptions of the terms of the Exchange Agreements, NPA, 7.25% Notes and 7.25% Security Agreements are subject to and qualified in their entirety by the full text of the form of agreements filed as Exhibit 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.
The provisions of Section 1- "Registrants Business and Operations", are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Exhibit 10.1 Form of Exchange Agreement dated
as of December 31, 2022 Exhibit 10.3 Form of 7.25% Senior Secured Convertible Notes due
dated as of December 31, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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