Business Context and Reporting Period
This Form 8-K filing by Ring Energy, Inc. reports on unregistered sales of equity securities. The report date is January 20, 2012, covering events occurring between December 7, 2011, and December 23, 2011.
Key Financial Metrics
The filing details two non-public offerings of common stock conducted under Regulation D exemptions (Section 4(6), Section 4(2), and Rule 506). No underwriting discounts or commissions were paid.
| Offering | Shares Sold | Price Per Share | Gross Proceeds | Investors |
|---|---|---|---|---|
| Completed Offering (Dec 23, 2011) | 1,167,500 | $4.00 | $4,760,000 | 27 |
| Commenced Offering (As of Report Date) | 1,083,180 | $4.00 | $4,334,720 | 36 |
| Total Reported | 2,250,680 | $4.00 | $9,094,720 | 63 |
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity outside of the proceeds from these specific equity sales.
Material Changes
The primary material change is the significant increase in outstanding common stock resulting from the two offerings. As of December 7, 2011, the shares sold in the first offering exceeded 5% of the common shares outstanding based on the Company's last periodic report.
Outlook, Risks, and Unusual Items
All investors in both offerings were accredited investors who received restrictive legends on their stock certificates. The shares are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. Management provided investors the opportunity to ask questions regarding the transaction terms.
Investor Verification Checklist
- Verify the total number of shares outstanding post-offering to assess dilution impact.
- Confirm the use of the $9,094,720 in gross proceeds as disclosed in subsequent filings.
- Review the Company's last periodic report to validate the 5% threshold calculation mentioned for the first offering.
- Check for any subsequent registration statements filed to allow trading of these restricted shares.