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 29, 2024~~ (~~September~~July 321, ~~2024~~2025)

COJAX OIL AND GAS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Virginia	~~333-257331~~	333-257331	~~46-1892622~~	46-1892622
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
	4830 Line Ave., #152 Shreveport, LA 71106
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:		318-465-1302
N/A
(Former Name or Former Address, if Changed Since Last Report)

4830 Line Ave., #152

Shreveport, LA 71106

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 318-465-1302

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 (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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	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 37.0201 ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure

On ~~August~~July 2921, ~~2024~~2025, ~~the board of directors of~~ CoJax Oil and Gas Corporation (the “Company”) ~~approved~~made ~~and~~available ~~authorized,~~a bycorporate ~~unanimous written~~presentation ~~consent, the issuance of 2,211,982 shares of common stock, $0.01 par value per share, valued at $2.00 per share~~ (the “~~Shares~~Presentation”), toproviding ~~Liberty~~an ~~Operating,~~overview ~~LLC,~~of athe ~~Mississippi~~Company’s ~~limited~~strategic ~~liability~~developments, ~~company (“Liberty”)~~operations, inand ~~consideration~~investor ~~for~~outlook. ~~the~~A ~~sale~~copy ~~and assignment~~ of ~~various mineral and oil and gas interests in and to certain properties located in Mississippi (~~the ~~“Assignment”) to Barrister~~Presentation ~~Energy~~is ~~LLC,~~furnished aas ~~wholly-owned~~Exhibit ~~subsidiary of the Company organized under the laws of Mississippi~~99.1 ~~The~~to ~~Acquisition~~this ~~was~~Current ~~completed~~Report on ~~August 29,~~Form ~~2024, with an effective date of July 1, 2024, for accounting purposes~~8-K.

AtThe ~~the~~information ~~request~~contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the ~~instructions~~Securities Exchange Act of ~~Liberty~~1934, ~~the~~nor ~~Company~~shall ~~issued~~it ~~the~~be ~~Shares~~deemed toincorporated ~~all~~by ~~members~~reference ofin ~~Liberty,~~any onfiling with the ~~pro~~SEC, ~~rata~~except ~~basis~~as expressly ofset ~~their ownership~~forth ~~interest~~by specific reference in ~~Liberty~~such filing.

~~The~~Item ~~Company~~9.01 ~~issued~~Financial ~~the~~Statements ~~Shares~~and ~~in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933.~~Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	CoJax Oil and Gas Investor Presentation
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.

		COJAX OIL AND GAS CORPORATION
Date: September 3, 2024	By:	/s/ William R. Downs
Date: July 21, 2025	By:	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer

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