UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~February~~March 2513, ~~2019~~2018

PETRO RIVER OIL CORP.

(Exact name of Registrant as specified in its Charter)



55 5^th Avenue, Suite 1702 New York, New York 10003
(Address of principal executive offices)

(469) 828-3900
(Registrant’s Telephone Number)

Not Applicable
(Former name or 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):

☐ ¨

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year

On ~~February~~March 2513, 2019, Petro River Oil ~~Corp.~~Corporation (the “Company”) ~~executed~~filed athe ~~Subscription~~First ~~Agreement,~~Amended aand ~~copy of~~Restated ~~which~~Certificate isof ~~attached~~Designations ~~hereto~~of asPreferences ~~Exhibit~~and ~~10.1,~~Rights ~~pursuant~~of toSeries ~~which~~A ~~the Company~~Convertible ~~purchased~~Preferred ~~145.454~~Stock ~~membership~~(“Series ~~units~~A inPreferred”) ~~Horizon~~(the ~~Energy Acquisition,~~“Series ~~LLC~~A ~~(“Horizon~~Amendment”), awith ~~recently~~the ~~formed~~Secretary ~~company~~of ~~focused~~State onfor ~~oil and~~the ~~gas~~State ~~exploration~~of ~~activities,~~Delaware ~~for~~– ~~$400~~Division of Corporations,~~000~~ ~~(the “Acquisition~~a copy of ~~Interest”).~~ Inwhich ~~connection with~~is ~~Acquisition~~attached ofhereto ~~Interest,~~as ~~the~~Exhibit ~~Company~~3.1, ~~also~~to: ~~executed~~(i) decrease the ~~Limited Liability~~Event ~~Company~~Equity ~~Agreement~~value, ~~for~~as ~~Horizon~~defined in Section 10(~~the “LLC Agreement”~~a) of the Series A Amendment, ato ~~copy~~100% of ~~which~~ isthe ~~attached~~Stated ~~hereto~~Value asplus ~~Exhibit~~all ~~10.2,~~accrued ~~which~~but ~~provides~~unpaid ~~the Company~~dividends ~~with~~thereon through the ~~right~~date toof ~~appoint~~payment, ~~one~~and ~~Manager~~(ii) toremove ~~Horizon’s three-member~~the ~~Board~~right of ~~Managers.~~holders ~~The~~of ~~Company~~the ~~appointed~~Series ~~Mr.~~A ~~Cohen,~~ Preferred to require the Company to redeem all or a portion of such holders’s ~~Executive~~Series ~~Chairman,~~A toPreferred in the ~~Board~~event of ~~Managers. Mr.~~a ~~Cohen~~Change ~~purchased~~of ~~36.363~~Control, ~~membership~~as ~~units~~defined in ~~Horizon~~Section in16 ~~a separate~~of ~~transaction~~the Series A Amendment.

The foregoing ~~descriptions~~description of the ~~Subscription~~Series ~~Agreement~~A ~~and~~Amendment ~~LLC Agreement~~does do not purport to be complete, and ~~are~~is qualified in ~~their~~ its entirety by reference to the ~~Subscription~~full ~~Agreement~~text ~~and~~of ~~LLC Agreement~~the Series A Amendment, attached hereto as Exhibit 103.1 ~~and Exhibit 10.2~~, ~~respectively,~~ ~~each of~~ which is incorporated by reference herein.

Item 89.01 ~~Other~~Financial ~~Events~~Statements and Exhibits

~~As a~~See ~~result~~Exhibit ~~of the Acquisition of Interest, the Company acquired an additional 5~~Index.63% working interest in an international, offshore exploration project in the North Sea. The Company already indirectly held a 5.63% interest in the North Sea exploration project through its investment in Horizon Energy Partners, LLC.

On February 27, 2019, the Company issued a press release announcing the Acquisition of Interest and its increased interest in the North Sea exploration project. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

See Exhibit Index.



	PETRO RIVER OIL CORP.

Date: March 18, 2019	By:	/s/ Scot Cohen
		Scot Cohen
		Executive Chairman

~~SIGNATURES~~EXHIBIT INDEX

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.


Exhibit No.		Description

3.1		First Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock, dated March 13, 2019

	PETRO RIVER OIL CORP.
Date: February 27, 2019	By:	/s/ Scot Cohen
		Scot Cohen
		Executive Chairman

EXHIBIT INDEX

Exhibit No.		Description
10.1		Subscription Agreement, dated February 25, 2019
10.2		Horizon Energy Acquisition, LLC Limited Liability Company Agreement
99.1		Press Release, dated February 27, 2019

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

Filing Compare · Petro River Oil Corp.