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): ~~August~~November 31, 2023 (~~August~~October 217, 2023)

American Noble Gas, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-17204

87-3574612

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15612 College Blvd, Lenexa, KS 66219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (913) 955-0532

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
—		—		—

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 (§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 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~August~~October 217, 2023, the Company ~~granted~~and toM3 ~~Thomas~~Helium JCorp. ~~Heckman, who serves as the Company’s Chief Executive Officer and Chief Financial Officer~~ (~~the~~ “~~Grantee~~M3”), ~~outside~~entered ofinto ~~the Company’s existing equity compensation plans, and pursuant to~~ a ~~certain~~letter ~~Stock Option~~of ~~Agreement,~~understanding ~~dated August 2, 2023~~ (the “~~Stock~~Letter ~~Option~~ Agreement”)~~, an option to purchase an aggregate of 4,000,000 shares~~ ofand ~~Common~~the ~~Stock~~related atAssignment ~~an exercise price~~ of ~~$0.05~~Certain ~~per~~Contractual ~~share.~~Rights ~~The~~and ~~Stock~~Interests ~~Option~~that ~~Agreement~~included ~~terminates~~the onfollowing ~~its tenth anniversary.~~provisions:

● The ~~Grant~~ isCompany ~~scheduled~~assigned toall ~~vest~~of inits ~~equal~~rights, ~~installments~~title atand interest in and to the ~~end~~40% ofparticipation ~~each~~it ~~calendar~~had ~~quarter~~acquired on April 4, ~~beginning~~2022 ~~with~~in ~~the~~a ~~quarter~~Farmout ~~ending~~Agreement ~~September~~by 30and between Sunflower Exploration, ~~2023~~ LLC as the Farmee and ~~terminating~~Scout Energy Partners as Farmor (“Scout”) with ~~the~~regards ~~quarter~~to ~~ending~~its ~~June~~oil ~~30,~~and ~~2025,~~gas ~~contingent~~interests ~~upon~~in ~~such~~the ~~executive~~Hugoton ~~officer~~Gas ~~continued~~Field, ~~service~~located toin ~~the~~Haskell and Finney Counties, Kansas. The Company at assigned such ~~points~~participation inrights ~~time.~~to InM3 ~~the~~effective ~~event~~October of17, a2023. ~~Change~~● ofThe ~~Control~~assignment ~~(as~~included ~~such~~all ~~term~~of isits ~~defined~~rights, title and interest in and to the ~~Stock~~Peyton ~~Option~~21-1 ~~Agreement),~~well ~~all~~which ~~unvested~~was ~~options to~~drilled ~~acquire~~and ~~Common~~completed ~~Stock~~in ~~will~~June ~~immediately~~2022 ~~vest~~pursuant to the participation agreement. ~~Further~~In addition, ifM3 ~~the~~has ~~Grantee’s~~agreed ~~service~~to ~~relationship~~assume ~~with~~all obligations and receivables for the ~~Company~~sale isof ~~terminated~~oil ~~by reason~~and gas as of ~~his~~October ~~death~~17, ~~normal~~2023. ~~retirement~~● ~~(as~~The ~~such~~parties ~~term~~agreed isthat ~~defined~~the inUSNG ~~the~~Agreement ~~Stock~~dated ~~Option~~November ~~Agreement)~~9, or2021 ~~disability~~is ~~(as~~terminated ~~such~~effective ~~term~~October is17, ~~defined in~~2023. ~~the~~● ~~Stock~~M3 ~~Option~~has ~~Agreement),~~agreed ~~all~~to ~~unvested~~pay ~~options~~a total of $75,000 cash to ~~acquire~~the ~~Common~~Company ~~Stock~~as ~~will~~consideration ~~also~~for ~~immediately~~the ~~vest~~Letter Agreement including the assignments thereunder.

The ~~above~~foregoing ~~actions~~description ~~were~~of ~~unanimously~~the ~~approved~~Letter Agreement and related Assignment of Certain Contractual Rights and Interests are not complete and are qualified in its entirety by reference to the ~~Board~~full text of ~~Directors~~the Letter Agreement, and related Assignment of Certain Contractual Rights and Interests the forms of which are attached hereto as Exhibit 10.2 and 10.3 and are incorporated herein by reference.

The foregoing description of the Stock Option Agreement is not complete and is qualified in its entirety by reference to the full text of the Stock Option Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 10.2		Form of ~~Stock~~Letter ~~Option~~of ~~Agreement~~Understanding
Exhibit 10.3		Form of Assignment of Certain Contractual Rights and Interests
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~August~~November 31, 2023

	American Noble Gas, Inc.

	By:	/s/Thomas J. Heckman
	Name:	Thomas J. Heckman
	Title:	Chief Executive Officer and Chief Financial Officer

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