CoJax Oil & Gas Sells Unregistered Equity, Enters Material Agreement

TL;DR

**CoJax just sold new shares privately, watch for dilution.**

AI Summary

CoJax Oil & Gas Corp entered into a material definitive agreement on January 10, 2024, involving the unregistered sale of equity securities. This transaction is significant because it indicates the company is raising capital by issuing new shares outside of a public offering, which could dilute the value of existing shares. Investors should be aware that this could impact their ownership percentage and the stock's price.

Why It Matters

This filing signals that CoJax Oil & Gas Corp is raising capital through private share sales, which can dilute existing shareholders and potentially impact the stock's market value.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities can dilute existing shareholder value and often occurs at a discount, posing a medium risk to current investors.

Analyst Insight

A smart investor would investigate the terms of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the potential dilution and the valuation at which new shares were sold, as this could impact their current holdings.

Key Players & Entities

• CoJax Oil & Gas Corp (company) — the registrant filing the 8-K
• January 10, 2024 (date) — date of earliest event reported
• 0001763925 (company) — Central Index Key (CIK) for CoJax Oil & Gas Corp

Forward-Looking Statements

• The company will likely use the capital raised from the unregistered equity sales for operational expenses or strategic investments. (CoJax Oil & Gas Corp) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.01 — e shares of the Company's common stock, $0.01 par value per share (the "Common Stock"
• $100,000 — Mr. Guzy will be paid a base salary of $100,000 per annum, which salary will accrue and
• $2.00 — of the initial public offering price of $2.00 or current market price at the time of
• $150,000 — s a base annual salary in the amount of $150,000 per annum; such salary is payable semi-

Filing Documents

• g083948_8k.htm (8-K) — 37KB
• g083948_ex10-1.htm (EX-10.1) — 66KB
• g083948_ex10-2.htm (EX-10.2) — 59KB
• 0001753926-24-000103.txt ( ) — 360KB
• cjax-20240110.xsd (EX-101.SCH) — 3KB
• cjax-20240110_lab.xml (EX-101.LAB) — 33KB
• cjax-20240110_pre.xml (EX-101.PRE) — 22KB
• g083948_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Reference is made to the disclosure set forth under Item 5.02 below, which disclosure is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 5.02 below, which disclosure is incorporated herein by reference. The shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), issued to William R. Downs are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving a public offering. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of January 10, 2024, Wm. Barrett Wellman resigned from his positions as Chief Financial Officer and Secretary of CoJax Oil and Gas Corporation, a Virginia corporation (the "Company"). As a result of Mr. Wellman's resignation as the Company's Chief Financial Officer, he relinquished his role as the Company's "Principal Financial and Accounting Officer" for Securities and Exchange Commission ("SEC") reporting purposes. In connection with his resignation, on January 10, 2024, the employment agreement between the Company and Mr. Wellman, dated March 20, 2023, as amended, was terminated. On January 10, 2024, Mr. Guzy resigned from Chief Executive Officer, President and Chairman of the Board positions. As a result of Mr. Guzy's resignation as the Company's Chief Executive Officer, he relinquished his role as the Company's "Principal Executive Officer" for SEC reporting purposes. Effective immediately upon Mr. Wellman's resignation, the board of directors of the Company (the "Board") appointed Jeffrey J. Guzy as the Company's Chief Financial Officer, Secretary and Treasurer. In addition, for SEC reporting purposes, Mr. Guzy was designated as the Company's "Principal Financial and Accounting Officer." In addition to serving as Chief Financial Officer, Secretary and Treasurer upon this appointment to these offices, Mr. Guzy will continu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Employment Agreement between William R. Downs and the Company dated January 10, 2024 10.2 Employment Agreement between Jeffrey J. Guzy and the Company, dated January 10, 2024 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. Date: January 16, 2024 COJAX OIL AND GAS CORPORATION By: /s/ William R. Downs William R. Downs Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR