CoJax Oil & Gas Amends Filing, Adds Acquisition Financials
Ticker: CJAX · Form: 8-K/A · Filed: Aug 19, 2024 · CIK: 1763925
Sentiment: neutral
Topics: acquisition, amendment, financial-statements
TL;DR
CoJax Oil & Gas finally dropped the acquisition financials in an 8-K/A, adjusting stock valuation.
AI Summary
CoJax Oil & Gas Corp. filed an amendment (8-K/A) on August 19, 2024, to its June 6, 2024, 8-K filing. This amendment provides omitted disclosures required under Items 1.01, 2.01, and 9.01, including financial statements related to an acquisition and pro forma financial information. It also reflects an adjusted valuation of the Company's common stock issued as consideration for the acquisition, which closed on May 31, 2024.
Why It Matters
This amendment provides crucial financial details and pro forma information for a previously disclosed acquisition, offering investors a clearer picture of the company's financial position post-transaction.
Risk Assessment
Risk Level: medium — The filing concerns an acquisition and associated financial disclosures, which inherently carry risks related to integration and valuation.
Key Numbers
- 0001763925 — Central Index Key (Identifier for CoJax Oil & Gas Corp.)
Key Players & Entities
- CoJax Oil & Gas Corp. (company) — Filer
- 0001763925 (company) — Central Index Key for CoJax Oil & Gas Corp.
- May 31, 2024 (date) — Acquisition completion date
- June 6, 2024 (date) — Original 8-K filing date
- August 19, 2024 (date) — Amendment filing date
FAQ
What specific items from Form 8-K were omitted in the original filing and are now being addressed?
Items 1.01 (Entry into a Material Definitive Agreement), 2.01 (Completion of Acquisition or Disposition of Assets), and 9.01 (Financial Statements and Exhibits) were omitted and are now being disclosed.
What is the primary purpose of this 8-K/A filing?
The filing amends the original Current Report on Form 8-K to provide previously omitted disclosures required by Form 8-K, including financial statements of the acquisition and pro forma financial information, and to reflect an adjusted valuation of the common stock issued.
When was the acquisition that is the subject of this filing completed?
The acquisition was completed on May 31, 2024.
What type of financial information is being provided in this amendment?
The amendment includes the required financial statements of the Acquisition and the required pro forma financial information.
What aspect of the company's common stock is being adjusted in this filing?
The adjusted valuation of the shares of the Company's common stock issued in consideration of the Acquisition is being reflected.
Filing Stats: 840 words · 3 min read · ~3 pages · Grade level 11.2 · Accepted 2024-08-19 16:45:54
Key Financial Figures
- $0.01 — e shares of the Company's common stock, $0.01 par value per share (the "Common Stock"
- $2.00 — l Report), at the adjusted valuation of $2.00 per share (the "Shares"). The Acquisiti
Filing Documents
- g084389_8k.htm (8-K/A) — 41KB
- g084389_ex10-1.htm (EX-10.1) — 238KB
- g084389_ex23-2.htm (EX-23.2) — 2KB
- g084389_ex99-1.htm (EX-99.1) — 49KB
- img001_v1.jpg (GRAPHIC) — 7KB
- 0001753926-24-001451.txt ( ) — 543KB
- cjax-20240531.xsd (EX-101.SCH) — 3KB
- cjax-20240531_lab.xml (EX-101.LAB) — 33KB
- cjax-20240531_pre.xml (EX-101.PRE) — 22KB
- g084389_8k_htm.xml (XML) — 4KB
01. Entry into a Material Definitive
Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 2.01 below with respect to the Assignment, is incorporated by reference into this Item 1.01.
01. Completion of Acquisition or
Item 2.01. Completion of Acquisition or Disposition of Assets. On May 31, 2024, the Company, through Barrister, completed the acquisition of certain various mineral and oil and gas properties, lands and leases located in Mississippi and related assets (the "Acquired Assets" or the "Acquisition") from Liberty pursuant to the Assignment and Bill of Sale, entered into and executed by Barrister and Liberty on May 31, 2024 (the "Assignment"). The total consideration of the Acquired Assets consisted of 1,320,755 shares of the Common Stock issued to Liberty (as described in Item 3.02 of the Original Report), at the adjusted valuation of $2.00 per share (the "Shares"). The Acquisition has an effective date of May 1, 2024, for accounting purposes. As previously reported in Item 3.02 of the Original Report, the Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering. The foregoing description of the Assignment is qualified in its entirety by reference to the Assignment, a copy of which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The statement of revenues and direct operating expenses of the Acquired Assets for the year ended December 31, 2023, are filed as Exhibit 99.1 hereto and incorporated herein by reference. (b) Exhibits. Exhibit Number Exhibit 10.1 Assignment and Bill of Sale dated May 31, 2024 by and between Liberty Operating, LLC and Barrister Energy LLC 23.2 Consent of Independent Petroleum Engineer – Lazaro Resources, LLC 99.1 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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. COJAX OIL AND GAS CORPORATION Date: August 19, 2024 By: /s/ William Downs William Downs Chief Executive Officer