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): ~~March~~June 1318, ~~2018~~ 2019

PETRO RIVER OIL CORP.

(Exact name of Registrant as specified in its Charter)


Delaware	000-49760	9800611188
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

55 5th 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) ☐

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

Title of each class		Trading Symbol				Name of each exchange on which registered
Common Stock, par value $0.00001 per share		PTRC				OTC Pink Marketplace

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 57.0301 Regulation ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year~~FD Disclosure.

On ~~March~~June 1318, 2019, Petro River Oil ~~Corporation~~Corp. (the “Company”) ~~filed~~began utilizing ~~the~~a ~~First~~new ~~Amended~~corporate ~~and~~presentation ~~Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock~~ (the “~~Series A Preferred~~Corporate Presentation”) ~~(the~~for business ~~“Series~~purposes. A ~~Amendment”)~~copy ~~with the Secretary~~ of ~~State for~~ the ~~State~~Corporate ofPresentation ~~Delaware – Division of Corporations, a copy of which~~ is attached hereto as Exhibit 3 99.1, to: (i) decrease the Event Equity value, as defined in Section 10(a) of the Series A Amendment, to 100% of the Stated Value plus all accrued but unpaid dividends thereon through the date of payment, and (ii) remove the right of holders of the Series A Preferred to require the Company to redeem all or a portion of such holders’ Series A Preferred in the event of a Change of Control, as defined in Section 16 of the Series A Amendment.

~~The~~ Item ~~foregoing description of the Series A Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Series A Amendment, attached hereto as Exhibit 3~~ 8.1,01 ~~which~~Other ~~is incorporated by reference herein.~~Events

~~Item~~ On ~~9.01~~June ~~Financial~~18, ~~Statements~~2019, the Company issued a press release providing shareholders with a corporate update and access ~~Exhibits~~to the Corporate Presentation. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.

~~See~~ The ~~Exhibit~~information ~~Index~~in this Current Report on Form 8-K, including the information set forth in Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~SIGNATURES~~ Item 9.01 Financial Statements and Exhibits

~~Pursuant~~ See Exhibit ~~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~~Index.

	PETRO RIVER OIL CORP.
Date: March 18, 2019	By:	/s/ Scot Cohen
		Scot Cohen
		Executive Chairman

SIGNATURES

~~EXHIBIT~~ Pursuant ~~INDEX~~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
	PETRO RIVER OIL CORP.
3.1	First Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock, dated March 13, 2019
Date: June 18, 2019	By:	/s/ Scot Cohen
		Scot Cohen
		Executive Chairman

EXHIBIT INDEX

Exhibit No.		Description

99.1		Corporate Presentation, dated June 2019
99.2		Press Release, dated June 18, 2019

Filing Compare · Petro River Oil Corp.