23 June 2015substantial holder notice● Neutral
Amegy Bank National Association reported a AMERICAN NOBLE GAS, INC. shareholding of 5,591,250 shares (20.80% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 June 2015securities registration● Neutral
AMERICAN NOBLE GAS, INC. registered a securities offering with the SEC.
18 May 2015securities registration● Neutral
AMERICAN NOBLE GAS, INC. filed notice of an exempt private placement.
15 May 2015quarterly activities report▼ Bad
AMERICAN NOBLE GAS, INC. reported a quarterly net loss of $301 thousand for the period ended 2015-03-31.
11 May 2015debt financing▼ Bad
The $1,050,000 unsecured note from December 2013 was not repaid on April 7, 2015. Instead its maturity was extended a fourth time, to the earlier of April 7, 2016 or full payment of the $9,550,000 Investor Note from the May 2015 financing (that note's holder is named as Hudson Bay Master Fund, Ltd.). The company issued the lender 200,000 restricted shares, cut the warrant price on 1,000,000 shares from $1.00 to $0.50 with a new three-year term from the new maturity date, and paid $50,000 toward the note. The 13,333,333-share, $0.075 warrant reset now applies only if the note is unpaid by the new maturity date. This resolves the open question of whether it was repaid by April 7, 2015: it was not, and the expanded warrant was avoided by this extension.
8 May 2015capital raising announcement● NeutralMajor
The full 8-K for the May 7, 2015 financing already announced on May 8: a $12.0M senior secured 8% convertible note (3-year, convertible at $0.50) and an 18,000,000-share warrant at $0.50 sold to an institutional investor. The investor paid $450,000 cash plus a $9,550,000 cash-secured Investor Note, so the company gets the rest only as that note is prepaid (up to $10.0M gross if all is paid, subject to offset rights that could reduce the cash). WestPark gets a 6% fee ($600,000 in total, $27,000 paid at closing). The company must hold a shareholder meeting by July 30, 2015 to raise authorized shares, and must file a resale registration within 45 days. This confirms and adds detail to the May 8 announcement.
8 May 2015capital raising announcement● NeutralMajor
On May 8, 2015 the company announced a $12.0 million senior secured convertible note placement (closed May 7) with an institutional investor, with WestPark Capital as placement agent. The investor paid $450,000 in cash and gave a $9,550,000 promissory note secured by cash, so the company gets the rest only as that note is prepaid, for gross proceeds of $10.0 million if all is paid. The note is 8%, matures in three years, converts at $0.50 per share, and comes with a warrant for 18,000,000 shares at $0.50. Both prices reset downward if shares are later sold lower, and the investor is capped at 9.99% ownership. The note is secured by all assets except the Nicaraguan Concessions, and the CEO acknowledges it could significantly increase shares outstanding. Initial proceeds are to pay obligations including 2015 area and training fees on the concessions and provide working capital; the company also says it intends to finalize a partnership with Granada Exploration LLC. Whether the $1,050,000 note was repaid is not stated.
3 Feb 2015auditor change● Neutral
This amendment corrects the January 16 report at Bradford's request: it says Bradford resigned as auditor because its SEC practice partners moved to RBSM, rather than describing a merger. RBSM is still the appointed auditor for 2014, Bradford's 2013 report still had a going-concern paragraph, and there were still no disagreements with Bradford.
21 Jan 2015auditor change● Neutral
On January 16, 2015 the company was told L.L. Bradford & Company had merged with RBSM, LLP, and RBSM was appointed auditor for the year ending December 31, 2014. Bradford's report on 2013 carried a going-concern warning, and the filing states there were no disagreements with Bradford. This is the third audit firm in the story after the dispute with MaloneBailey.
1 Dec 2014director interest notice● Neutral
AMERICAN NOBLE GAS, INC. Chairman, President and CEO Stanton E Ross disposed of 319,200 shares via option/appreciation-right settlement.
20 Nov 2014debt financing▼ BadMajor
Effective November 19, 2014 the $1,050,000 note was extended a third time, from December 7, 2014 to April 7, 2015. The warrant price was cut from $1.50 to $1.00 per share for 1,000,000 shares, exercisable from April 7, 2015, and the 13,333,333-share, $0.075 reset still applies if the note is unpaid. The filing also says the revenue sharing agreement with the lender stepped up to 1% of gross revenue because the note was not paid in full by August 7, 2014.
24 Sept 2014auditor change▼ BadMajor
This amendment, filed after an SEC staff letter, spells out the disagreement with MaloneBailey. The company treats Nicaraguan concession costs such as training government officials, office facilities, certain legal costs and public relations as properly capitalized, while Malone says they do not qualify under Regulation S-X 4-10. Malone also disputed the 2011-2012 option and warrant valuation, which the company disagrees with. The SEC staff told the company to evaluate each cost under S-X 4-10, so the capitalized-cost question remains open and could change reported asset values.
9 Sept 2014auditor change▼ BadMajor
On September 5, 2014 the company dismissed MaloneBailey, the auditor it hired in April 2013, and hired L.L. Bradford & Company for 2013 and 2014. The filing says Malone had not issued an opinion on the 2013 audit or the 2012 re-audit because of disagreements over which costs are capitalized into oil and gas properties and how certain stock options and warrants are valued. The company is delinquent on its 2013 annual report (Form 10-K), and the 2013 audit and 2012 re-audit are unresolved.
12 May 2014debt financing▼ BadMajor
On May 11, 2014 the $1,050,000 note was extended again, from May 11 to December 7, 2014. In return the company agreed to sign a revenue sharing agreement by May 23, 2014 (or the note is in default) giving the lender 1/2% of gross revenue from hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other concessions it acquires, rising to 1% if the note is not fully paid by August 7, 2014. The warrant is now exercisable from December 7, 2014, and the 13,333,333-share, $0.075 reset still applies if the note is not paid by then.
28 Mar 2014late filing notice▼ Bad
AMERICAN NOBLE GAS, INC. notified the SEC that its annual report would be filed late.
7 Mar 2014debt financing▼ Bad
The company and its private lender agreed on March 7, 2014 to push back the maturity of the $1,050,000 unsecured note from March 12, 2014 to May 11, 2014, so the note was not repaid on the original date. The 1,000,000-share warrant at $1.50 now becomes exercisable from May 11, 2014, and still jumps to 13,333,333 shares at $0.075 if the note is unpaid by the new date. The company paid no extension fee, only the lender's legal costs.
3 Jan 2014debt financing▼ BadMajor
On December 27, 2013 Infinity borrowed $1,050,000 on an unsecured 8% subordinated note due March 12, 2014. It used $1,000,000 for a progress payment to CGG Services (US) Inc. - NASA for seismic work on the Nicaragua concessions and $50,000 as a lender origination fee. The lender got a warrant for 1,000,000 shares at $1.50 that grows to 13,333,333 shares at $0.075 if the note is not repaid on time, a large potential dilution.
31 Dec 2013substantial holder notice● Neutral
Amegy Bank National Association reported a AMERICAN NOBLE GAS, INC. shareholding of 5,591,250 shares (22.30% of votes) in a periodic institutional filing.
19 Dec 2013capital raising announcement● NeutralMajor
On December 13, 2013 Infinity agreed to exchange Amegy's 130,000 Series A Preferred shares for 3,250,000 common shares, plus 341,250 common shares for $1,365,000 of accrued dividends, 3,591,250 shares in all at a $4.00 value. This cancels the Series A, ending its dividends, liquidation preference and the majority voting rights due from Jan 1, 2014, which resolves the 2012 preferred structure for Series A, but it dilutes common holders (21,447,980 shares outstanding beforehand). Closing was expected by Dec 20.
6 Nov 2013quarterly activities report● Neutral
AMERICAN NOBLE GAS, INC. reported a quarterly net income of $156 thousand for the period ended 2013-09-30.
5 Nov 2013quarterly activities report● Neutral
AMERICAN NOBLE GAS, INC. reported a quarterly net income of $156 thousand for the period ended 2013-09-30.
23 Aug 2013director interest notice● Neutral
AMERICAN NOBLE GAS, INC. Chief Financial Officer Daniel F Hutchins gifted 20,000 shares.
14 Aug 2013quarterly activities report▼ Bad
AMERICAN NOBLE GAS, INC. reported a quarterly net loss of $782 thousand for the period ended 2013-06-30.
2 Aug 2013director interest notice● Neutral
AMERICAN NOBLE GAS, INC. CEO, President and Chairman Stanton E Ross disposed of 77,310 shares via option/appreciation-right settlement.
18 July 2013director interest notice● Neutral
AMERICAN NOBLE GAS, INC. CEO, President and Chairman Stanton E Ross disposed of 65,000 shares via option/appreciation-right settlement.
23 May 2013quarterly activities report▼ Bad
AMERICAN NOBLE GAS, INC. reported a quarterly net loss of $1.4 million for the period ended 2013-03-31.
20 May 2013quarterly activities report▼ Bad
AMERICAN NOBLE GAS, INC. reported a quarterly net loss of $1.4 million for the period ended 2013-03-31.
15 May 2013late filing notice▼ Bad
AMERICAN NOBLE GAS, INC. notified the SEC that its quarterly report would be filed late.
1 May 2013capital raising announcement● NeutralMajor
Infinity borrowed $50,000, $100,000 and $100,000 on March 29, April 4 and April 15, 2013 on 8% unsecured 60-day subordinated notes, with warrants at $2.50 that expand sharply at $0.10 if unpaid; it used part to repay a $150,000 February note. In April 2013 it also sold 635,420 units at $1.60 ($1,016,672), each with a share and half a five-year $2.50 warrant, including a $125,000 note exchanged for units. The company says it has raised enough equity to repay the new notes on time and plans to, which adds new shares for existing holders.
29 Apr 2013auditor change● Neutral
On April 24, 2013 the audit committee dismissed EKS&H LLLP, the auditor since at least 2006, and hired Malone Bailey LLP for 2013, effective for the first quarter 2013 report. EKS&H's reports for 2012 and 2011 carried no adverse opinion but included a going-concern uncertainty paragraph; the filing reports no disagreements.