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): ~~May~~ March 51, ~~2015~~2017

SKY PETROLEUM, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-99455		32-0027992
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~15950~~17330 N.Preston ~~Dallas Parkway~~Road, ~~Ste~~Unit ~~400~~200, Dallas, Texas~~, 75248~~ 75252

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (~~214~~469) ~~299~~319-~~7660~~1300

15950 N/A. Dallas Parkway, Ste 400, Dallas, Texas 75248

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

~~Effective~~On ~~May~~March 51, ~~2015~~2017, Sky Petroleum, Inc.. (the “Company”) entered into a ~~Note Purchase~~ Agreement ~~(“Note~~Contract ~~Purchase~~for ~~Agreement”) with an accredited investor (as defined under Rule 501(a) of Regulation D under~~ the ~~U.S.~~Sale ~~Securities~~and ~~Act~~Purchase of ~~1933,~~Libyan asCrude ~~amended~~Oil FOB (the “~~U.S. Securities Act~~Agreement”) ~~outside~~by ~~the~~and ~~United~~between ~~States, in connection with~~ the ~~sale~~Company ofand aNational ~~Convertible~~Oil ~~Promissory~~Corporation ~~Note, due May 5, 2017~~ (~~the “Note”~~Benghazi-Libya)~~, in~~ (the ~~principal amount of US$500,000. The Note is convertible into shares of common stock of the Company (~~“~~Common~~National ~~Shares”)~~Oil atCorporation ~~a conversion price of US$0.08 per share~~ (~~the “Conversion Price~~Libya)”). The ~~Note~~material ~~Purchase~~terms ~~Agreement contained customary representations and warranties. The foregoing description~~ of the ~~Note Purchase~~ Agreement isare ~~qualified in its entirety by reference to the full-text of the agreement, a copy of which is filed~~ as ~~Exhibit 10.1.~~follows:

~~Item~~(a) ~~2.03. Creation~~National Oil Corporation (Libya), with full authority, agreed to supply and deliver Libyan Light Crude Oil of athe ~~Direct~~Grade ~~Financial~~specified ~~Obligation~~in the Agreement (the “Oil”).

~~Effective~~(b) ~~May~~The 5,quantity ~~2015, the Company issued a Note, due May 5, 2017, in the principal amount~~ of ~~US$500,000~~crude ~~under~~oil ~~the~~to ~~terms~~be ofsold ~~the Note Purchase Agreement. Principal~~ and ~~accrured~~delivered ~~interest~~ under the ~~Notes~~Agreement ~~are~~is ~~due and payable on May~~ 5,000,000 ~~2017~~bbls ~~(the~~plus ~~“Maturity~~or ~~Date”). The~~minus ~~Note~~five ~~is convertible into Common Shares at the Conversion Price. Interest on the Note shall accrue at a rate equal to three~~ percent (3+/- 5%) ~~per annum and interest on the Notes is payable on the Maturity Date~~ in ~~cash or, at~~ the ~~option of the~~ Company,’s ~~in-kind~~option inwith ~~shares~~partial ofshipment ~~common stock of the Company at the Conversion Price~~permitted.

~~Default~~(c) ~~Interest~~If ~~shall~~the ~~increase~~Company fails to ~~six~~initiate ~~percent~~shipping ~~(6%)~~process ~~per~~within ~~annum~~45 ~~commencing~~days ~~immediately~~from ~~upon~~signing anthe ~~Event~~agreement, ofthe ~~Default. Default~~contract ~~Interest~~is ~~shall~~considered becancelled ~~paid~~and inNational ~~cash. An~~Oil ~~“Event~~Corporation of(Libya) ~~Default”~~has isno ~~deemed~~financial toobligation ~~occur~~under ~~upon:~~the Agreement.

(ad) ~~failure~~National toOil ~~pay~~Corporation ~~principal~~(Libya) ~~and~~shall ~~interest~~deliver onthe ~~any~~Oil ofon board the ~~Notes~~Vessel ~~when~~nominated ~~due;~~by the Company.

(be) ~~proceedings~~The ~~are~~Company ~~commenced~~shall pay for ~~the~~each ~~winding-up,~~Barrel ~~liquidation~~of orOil ~~dissolution~~delivered ofFOB ~~the~~one ~~Company~~safe port/berth, ~~unless~~Libya, the ~~Company~~Official inSelling ~~good~~Price, ~~faith~~NOC ~~actively~~declared ~~and~~price ~~diligently~~on ~~contests~~Platts, ~~such~~Thomson ~~proceedings,~~Reuters ~~decree,~~for ~~order~~each orexported ~~approval,~~oil ~~resulting~~blend in(OSP) ato ~~dismissal~~Dated orBrent ~~stay~~(5 ~~thereof~~days ~~within~~around 60BL) ~~days~~minus ofa ~~commencement;~~negotiated discount (the “Price”).

(cf) aThe ~~decree or order of a court of competent jurisdiction is entered adjudging the~~ Company toand beNational ~~bankrupt~~Oil orCorporation ~~insolvent,~~(Libya) orshall acomply ~~petition~~with ~~seeking~~inspections ~~reorganization,~~for ~~arrangement~~quality orand ~~adjustment~~quantity ~~of or in respect of the Company is approved under applicable law relating to bankruptcy, insolvency or relief of debtors;~~control.

(dg) ~~the~~The Company ~~makes~~shall anpay ~~assignment for~~ the ~~benefit~~Price ~~of its creditors, or petitions or applies to any court or tribunal~~ for the ~~appointment~~Oil ofmultiplied aby ~~receiver~~the orquantity ~~trustee~~delivered ~~for~~by ~~itself~~means ~~or any substantial part~~ of ~~its~~an ~~property,~~irrevocable orconfirmed ~~commences~~assignment ~~for~~of ~~itself~~proceeds orfrom ~~acquiesces~~a indocumentary ~~any~~standby ~~proceeding~~letter ~~under any bankruptcy, insolvency, reorganization, arrangement or readjustment~~ of ~~debt~~credit ~~law~~issued orby ~~statute or any proceeding for~~ the ~~appointment~~End ofUser’s abank ~~receiver~~on orterms ~~trustee~~acceptable ~~for~~to ~~itself~~the orCompany ~~any~~to ~~substantial~~the ~~part~~National ofOil ~~its~~Corporation ~~property,~~(Libya)’s ~~or suffers any such receivership or trusteeship; or~~bank.

(eh) aNational ~~resolution~~Oil isCorporation ~~passed~~(Libya) agrees to work with the Company and its agents to insure all below documents are compliant with buyer Assignment of Proceeds. The Assignment of Proceeds shall: (a) provide for National Oil Corporation (Libya) to present the ~~winding~~original documents; and (b) cover 100% of the FOB value of the Cargo and will allow a tolerance of plus/minus 5% (+/-up or5%) ~~liquidation~~in both quantity and amount. All charges relating to the opening of the Assignment of Proceeds shall be for the Company’s account. All other charges to be for National Oil Corporation (Libya)’s account.

(i) The ~~Holder~~Company ~~shall~~and ~~have~~National ~~the~~Oil ~~right,~~Corporation at(Libya) ~~its~~shall ~~sole~~follow ~~option,~~certain toprocedures ~~declare~~for ~~this~~the ~~Note~~loading ~~immediately due~~ and ~~payable,~~delivery ~~irrespective~~ of the ~~stated Maturity Date, upon an Event of Default~~Oil.

~~The~~(j) ~~foregoing~~National ~~description~~Oil ofCorporation ~~the~~(Libya) ~~Notes~~shall isindemnify ~~qualified~~the inCompany ~~its~~for ~~entirety~~certain bylosses ~~reference~~arising tofrom ~~the~~breach ~~full-text~~ of the ~~agreement,~~National aOil ~~copy~~Corporation of(Libya)’s ~~which~~delivery isprocedure ~~filed as Exhibit 10~~obligations.2.

2(k) The Agreement is governed by English Law to the exclusion of any other law, which may be imputed in accordance with choice of law rules applicable in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11 April 1980, shall not apply to the Agreement.

~~Item~~Under ~~3.02. Unregistered~~the ~~Sales~~terms of ~~Equity~~the ~~Securities~~Agreement, the Company irrevocably agreed on a firm commitment basis to purchase and load the crude oil from the National Oil Corporation (Libya). The Agreement is subject to final approval by governmental authorities in Libya.

The Note was offered by the Company in a non-brokered private placement to a non-U.S. person outside of the United States in an off-shore transaction. The Note was not registered under the U.S. Securities Act, or the laws of any state of the United States, and the Note, and Common Shares issuable upon conversion, are “restricted securities” (as defined in Rule 144(a)(3) of the Securities Act). The Note may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The Note was placed pursuant to exclusions from the registration requirements of the U.S. Securities Act pursuant to Rule 903 thereunder, such exclusions being available based on information obtained from the investor.

Item 9.01 Exhibits.

Exhibit	Description
10.1	Form of Note Purchase Agreement
10.2	Form of Convertible Promissory Note

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.

	SKY PETROLEUM, INC.
May 8th, 2015	By:	/s/ Karim Jobanputra
		Karim Jobanputra
		Chief Executive Officer

	SKY PETROLEUM, INC.
April 27, 2017	By: /s/ Karim Jobanputra Karim Jobanputra Interim Chief Executive Officer

Exhibit	Description
10.1	Form of Note Purchase Agreement
10.2	Form of Convertible Promissory Note

Filing Compare · SKY PETROLEUM, INC.