Unassociated Document
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): January 13, 2012 (January 13, 2012)
VICTORY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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2-76219-NY
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87-0564472
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20341 Irvine Avenue, Newport Beach, California
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92660
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (714) 480-0305
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 13, 2011, Victory Energy Corporation (the “Company”) filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada. The Amended and Restated Articles amend several provisions of the Company’s Articles of Incorporation, which include: (1) effecting a 50-to-1 reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”); and (2) increasing the number of authorized shares which the Company has authority to issue to 50,000,000 shares, consisting of 47,500,000 shares of common stock having a par value of $0.001 per share and 2,500,000 shares of preferred stock having a par value of $0.001 per share.
On January 12, 2012, the Financial Industry Regulatory Authority approved the Reverse Stock Split and the Amended and Restated Articles became effective at 7:00 a.m., Eastern Daylight Time, on January 13, 2012. Pursuant to and upon the effectiveness of the Amended and Restated Articles, each 50 shares of common stock of the Company issued and outstanding at the time of such effectiveness were combined into one share of common stock of the Company and the total number of shares of common stock outstanding was reduced from approximately 490,000,000 shares to approximately 9,800,000 shares.
The Company has retained Transfer Online, Inc. (“Transfer Online”) to act as exchange agent for the Reverse Stock Split. Transfer Online will manage the exchange of old, pre-Reverse Stock Split shares for new post-Reverse Stock Split Shares. Stockholders of record as of the effective time of the Reverse Stock Split will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact Transfer Online at 512 SE Salmon Street, Portland, OR 97214, or via phone at (+1) 503-227-2950.
A copy of the Amended and Restated Articles is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
The Company issued a press release on January 13, 2012 announcing the effectiveness on that date of the Reverse Stock Split discussed under Item 5.03 of this report. The press release is filed as Exhibit 99.1 to this current report and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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3.1
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Amended and Restated Articles of Incorporation of Victory Energy Corporation.
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99.1
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Press Release of Victory Energy Corporation dated January 13, 2012.
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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 thereunto duly authorized.
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VICTORY ENERGY CORPORATION
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Dated: January 13, 2012
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By:
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/s/ ROBERT J. MIRANDA
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Robert Miranda
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Chief Executive Officer
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