- Current report filing (8-K)
22 Março 2012 - 7:05AM
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): March 20, 2012
Commission File Number:
333-169014
American Energy Development Corp.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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27-2304001
(I.R.S. Employer Identification No.)
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1230 Avenue of the Americas, 7th Floor, New York, NY
10020
(Address of principal executive offices)
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(888) 542-7720
(Registrant’s telephone number, including area code)
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On March 20, 2012, American Energy Development Corp. (the “Registrant”) issued 1,282,052 shares of the Registrant’s common stock (“Shares”) at a purchase price of $0.78 per share and warrants to purchase 1,282,052 of the Registrant’s common stock (“Warrants”) at an exercise price of 120% of the purchase price, or $0.94 per share, to an investor in exchange for $1,000,000 pursuant to the original Securities Purchase Agreement with the investor dated October 3, 2011 (“Financing Agreement”). The form of the Financing Agreement is included as Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed on October 7, 2011.
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he Warrants expire five years from the date of the investment. This brief description of the Warrants is only a summary of the material terms and is qualified in its entirety by reference to the full text of the Form of Warrant as attached in Exhibit 10.1 to this Current Report on Form 8-K.
The Shares and Warrants were issued in a transaction which the Registrant believes satisfies the requirements of that exemption from registration and prospectus delivery requirements of the Securities Act, which exemption is specified by Regulation S promulgated pursuant to that act by the Securities and Exchange Commission.
Item 9.01 Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.
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Exhibit Number
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Description of Exhibit
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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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March 21, 2012
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American Energy Development Corp.
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By:
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/s/ Joel Felix
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Joel Felix
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Chief Financial Officer
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