Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2023, the Company and AEI Acquisition Company, LLC. ("AEI"), the
Company's majority shareholder, entered into a First Amendment to Revolving
Credit Note (the "Amendment") which amended the convertible Revolving Credit
Note dated June 1, 2021 in the maximum amount of $1,500,000 by and between the
Company and AEI (the "Revolving Credit Line"). The Amendment amends the
Revolving Credit Line to provide that any outstanding amount of principal and/or
interest under the Revolving Credit Line may be converted into fully paid and
non-assessable shares of common stock, $0.001 per share par value, at a fixed
conversion price of $1.50 per share subject to adjustment for stock dividends,
stock splits, recapitalizations, or other similar transactions that affect the
rights of common stockholders generally. The Amendment eliminated AEI's right to
convert amounts due under the Revolving Credit Line at market based rates if
lower than $1.50 per share. As of the date of this Current Report on Form 8-K no
amounts were outstanding under the Revolving Credit Line.
AEI has also agreed that the Revolving Credit Line will terminate, and all
outstanding and unpaid principal and/or interest thereunder will be paid in
full, upon the earlier of (i) the closing of a firm commitment public offering
by the Company, and (ii) June 1, 2023.
The forgoing description of the terms of the Amendment is subject to and
qualified in its entirety by the full text of the Amendment filed as Exhibit
10.2 to this Current Report on Form 8-K which is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Revolving Credit Note in the amount of $1,500,000 dated June 1, 2021
10.1 (incorporated by reference to Exhibit 10.1 to Company's Quarterly Report on
Form 10-Q filed with the SEC on November 1, 2022)
10.2 * First Amendment to Revolving Credit Note, dated February 11, 2023, by and
among Alpha Energy, Inc. and AEI Acquisition Company, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
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