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): ~~September~~October 199, 2019

FOOTHILLS EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-55872

27-3439423

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10940 Wilshire Blvd., 23rd Floor

Los Angeles, CA 90024

(Address of principal executive offices) (Zip Code)

(424) 901-6655

(Registrant’s telephone number, including area code)

N/A

(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:

[ ]	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

N/A

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

Emerging growth company [ ]

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 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement

On May ~~September 19~~23, 2019, Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered ~~closed~~into on a ~~convertible~~letter ~~redeemable~~agreement ~~loan~~for ~~transaction~~the purchase and sale of oil and gas assets with an ~~unaffiliated~~unrelated ~~lending~~third-party ~~entity~~seller. ~~(“Holder”)~~concerning in the ~~principal~~acquisition ~~amount~~ of ~~$115~~87 oil and gas wells and associated acreage located in Sweet Grass,~~000~~ ~~(the~~Stillwater, ~~“Note”)~~Musselshell and Rosebud Counties, Montana. ~~before~~For ~~giving~~additional ~~effect~~details regarding this acquisition, please refer to ~~certain~~the ~~transactional~~Company’s ~~costs~~current ~~including~~report ~~legal~~on Form 8-K filed ~~fees~~with ~~yielding~~the aSEC ~~net~~on ofMay ~~$115~~30,~~000~~ 2019.

~~The~~On June ~~Holder is entitled~~26, ~~at its option~~2019, ~~at any time after~~ the ~~180th~~Company ~~daily~~entered ~~anniversary of the Note, to convert all or any amount of the principal face amount of this Note then outstanding~~ into ~~shares of the Company’s common stock (the “Common Stock”) at~~ a ~~price~~second ~~(“Conversion~~letter ~~Price”) for~~agreement ~~each~~with ~~share~~another ofunrelated ~~Common~~third-party ~~Stock~~seller, ~~equal~~concerning ~~to 55% of~~ the ~~lowest trading price~~ acquisition of ~~the~~12 ~~Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded~~ shut-in ~~the~~wells, ~~future~~5,769 ~~(“Exchange”)~~acres, ~~for~~additional ~~the~~miscellaneous ~~twenty~~leases, ~~(20)~~associated ~~prior~~pipelines, ~~trading~~gathering ~~days~~systems, ~~including~~compression ~~the~~and ~~day upon which a Notice of~~processing ~~Conversion~~facilities, isand ~~received~~related byyards ~~the~~and ~~Company~~equipment orlocated ~~its~~in ~~transfer~~Stillwater ~~agent~~and ~~(provided~~Golden ~~such~~Valley ~~Notice~~counties, ofMontana. ~~Conversion~~For isadditional ~~delivered~~details regarding bythis ~~fax~~acquisition, orplease ~~other~~refer ~~electronic method of communication~~ to the Company’s orcurrent ~~its~~report ~~transfer~~on ~~agent~~Form ~~after~~8-K 4filed ~~P.M.~~with ~~Eastern Standard or Daylight Savings Time if~~ the ~~Holder wishes~~SEC toon ~~include~~July ~~the~~2, ~~same day closing price)~~2019.

~~Interest on any unpaid principal balance of~~Closing ~~this~~of ~~Note shall be paid at~~ the ~~rate~~purchase ofand ~~12%~~sale ~~per~~for ~~annum.~~both ~~Interest~~acquisitions ~~shall~~was beoriginally ~~paid~~scheduled byto ~~the~~occur ~~Company~~on inor ~~Common~~before ~~Stock~~sixty (~~“Interest Shares”~~60)~~. Holder~~ ~~may,~~days atfollowing ~~any time, after~~ the ~~180th~~full execution ~~daily anniversary~~ of ~~the~~each ~~Note~~respective agreement, ~~send~~subject ~~in a Notice of Conversion~~ to the ~~Company~~approval ~~for Interest Shares based on the formula described above. The dollar amount converted into Interest Shares shall be all or a portion~~ of ~~the accrued~~transfer ~~interest~~from ~~calculated on~~ the ~~unpaid~~Montana ~~principal~~Board ~~balance~~ of ~~this~~Oil ~~Note~~and toGas Conservation (the ~~date of such notice~~“MBOGC”).

~~The maturity date for this Note is September~~On 19August 15, ~~2020 (“Maturity Date”)~~2019, ~~and~~at is the ~~date~~MBOGC ~~upon~~public ~~which~~hearing ~~the~~held ~~principal~~in ~~sum~~Billings, ~~as well as any accrued and unpaid interest~~Montana, ~~shall~~ ~~be due and payable. This Note may be prepaid or assigned with~~ the ~~following~~Company ~~penalties/premiums:~~presented ~~(i)~~its ~~during~~proposed ~~the~~plan ~~initial~~for ~~60 calendar day period after~~ the ~~issuance~~ transfer of ~~the~~wells ~~Note,~~from byboth ~~making~~sellers adescribed ~~payment~~above. toAt ~~the~~this ~~Holder of an amount in cash equal to 125% multiplied by the principal~~hearing, ~~plus accrued interest; (ii) during~~ the ~~61st~~MBOGC ~~through~~requested ~~120th~~additional ~~calendar~~information ~~day~~from ~~period after~~ the ~~issuance~~Company offor the ~~Note,~~ bypending ~~making~~change ~~a payment to the Holder~~ of anoperator ~~amount~~requests, inincluding ~~cash~~additional ~~equal~~bonding, toand ~~135%~~requested ~~multiplied~~that bysaid ~~principal,~~information ~~plus~~be ~~accrued~~presented ~~interest;~~and ~~(iii) during~~discussed ~~the~~at ~~121st through 180th calendar day period after~~ the ~~issuance~~October ~~of the Note~~10, ~~by making a payment to the Holder of an amount in cash equal to 145% multiplied by principal~~2019, ~~plus~~public ~~accrued interest~~hearing.

~~The Company may not prepay any amount outstanding~~On ~~under~~October ~~this~~9, ~~Note~~2019, ~~after~~ the ~~180th~~Company ~~calendar~~decided ~~day after the issuance of the Note. Any amount of principal or interest due pursuant~~ to ~~this~~ ~~Note,~~no ~~which~~longer isproceed ~~not~~with ~~paid~~either ~~by the Maturity Date, shall bear interest at the rate~~ of the ~~lesser~~above ofproposed ~~(i)~~acquisitions ~~twenty-four percent (24%) per annum or (ii) the maximum amount permitted by law from the~~ due ~~date~~to ~~thereof until~~ the ~~same is paid (“Default Interest”).~~additional Iffinancial ~~this~~requirements ~~Note~~requested isfor ~~not paid by~~ the ~~Maturity~~change ~~Date,~~of ~~the~~operator ~~outstanding~~involving ~~principal due under this Note shall increase by 10%. Interest shall commence accruing on~~ the ~~date the Note is fully paid and shall be computed on the basis of a 360~~shut-~~day~~in ~~year~~wells ~~and the actual number~~ of ~~days~~both ~~elapsed.~~properties, ~~Net~~respectively, ~~proceeds obtained in this transaction will be used to retire two convertible notes with existing lenders~~ and for ~~general~~other ~~corporate~~material ~~and~~undisclosed ~~working capital purposes~~reasons. ~~No broker-dealer or placement agent was retained or involved in this transaction.~~

The transaction documents contain additional terms and provisions, representations and warranties, including further provisions covering conversions of debt, remedies on default, venue, and governing law. The summary of the transactions described in this Form 8-K is qualified in its entirety by reference to the Securities Purchase Agreement, and the 12% Convertible Redeemable Note, which are filed as Exhibits 10.1 and 10.2, to this report.SIGNATURES

~~Item~~Pursuant to ~~3.02~~the ~~Unregistered~~requirements ~~Sales~~ of ~~Equity~~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.

Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02. The offer and sale of the securities were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. The offering and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Holder in connection with the offering. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Date: October 15, 2019

FOOTHILLS EXPLORATION, INC.

By:	/s/ B. P. Allaire
	B. P. Allaire
	Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement
10.2		12% Convertible Redeemable 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.

Date: September 25, 2019
FOOTHILLS EXPLORATION, INC.
By:	/s/ B. P. Allaire
	B. P. Allaire
	Chief Executive Officer

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