Current Report Filing (8-k)
17 7월 2019 - 11:38PM
Edgar (US Regulatory)
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): July 17, 2019 (July 11, 2019)
Victory
Oilfield Tech, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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002-76219-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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3355
Bee Caves Road, Suite 608, Austin, Texas
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78746
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(Address
of principal executive offices)
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(Zip
Code)
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(512)
347-7300
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Extension
and Modification Agreement
As
previously reported on August 2, 2018 by Victory Oilfield Tech, Inc. (“Victory”), on July 31, 2018, Victory entered
into a loan agreement (the “Loan Agreement”) with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited
liability company (“Kodak”), pursuant to which Victory borrowed from Kodak $375,000 (the “Loan”) to fund
partial payment for the acquisition by Victory of 100% of the issued and outstanding common stock (the “Acquisition”)
of Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation ( “Pro-Tech”). The closing of the Acquisition occurred
on July 31, 2018.
The
Loan is evidenced by a secured convertible promissory note, dated July 31, 2018 (the “Note”), in the principal amount
of $375,000. The maturity date on the Note
was March 31, 2019 (the “Maturity Date”). Pursuant to the terms of the Note, Victory elected to extend the Maturity
Date to June 30, 2019.
On
July 11, 2019, Victory, Kodak and Pro-Tech entered into an Extension and Modification Agreement, effective June 30, 2019
(the “Extension Agreement”), pursuant to which, the Maturity Date of the
Note was extended from June 30, 2019 to September 30, 2019. Upon the execution of the Extension Agreement, Victory paid to
Kodak interest on the Loan for the third quarter of 2019 in the amount of $14,062.50, and an extension fee in the amount
of $14,062.50. The Extension Agreement contains standard representations and warranties.
The
foregoing summary of the terms and conditions of the Extension Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Extension Agreement filed as exhibit 10.1 to this report.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The
information set forth under Item 1.01 regarding the Note is incorporated by reference into this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
The
following exhibits are filed herewith:
Exhibit
No.
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Description
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10.1
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Extension and Modification Agreement, dated as of July 11, 2019, among Victory Oilfield Tech, Inc., Kodak Brothers Real Estate Cash Flow Fund, LLC and Pro-Tech Hardbanding Services, Inc.
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10.2
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Loan Agreement dated as of July 31, 2018, by and between Kodak Brothers Real Estate Cash Flow Fund, LKLC and Victory Oilfield Tech, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed August 2, 2018)
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10.3
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Secured Convertible Promissory Note, issued by Victory Oilfield Tech, Inc. to Kodak Real Estate Cash Flow Fund, LLC on July 31, 2018 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed August 2, 2018)
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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 hereunto duly authorized.
Date:
July 17, 2019
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VICTORY
OILFIELD TECH, INC.
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/s/
Kevin DeLeon
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Name:
Kevin DeLeon
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Title:
Interim Chief Executive Officer
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2
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