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 714, 2014

EQUAL ENERGY LTD.

(Exact name of registrant as specified in its charter)

Alberta, Canada

001-34759

98-0533758

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

525 S. Main Street, Suite 1120

Tulsa, OK 74103

(Address of principal executive offices, including zip code)

(918) 392-4793

(Registrant’s telephone number, including area code)

~~4801~~N/A ~~Gaillardia Parkway, Suite 325~~

Oklahoma City, OK 73142

(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 240.24d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On August 714, 2014, ~~the short-term consulting agreements, effective as of July 31, 2014, between~~ Equal Energy Ltd. (the “Corporation”) ~~and~~delivered ~~each~~to ofOlympia ~~Don~~Trust ~~Klapko~~Company, ~~and~~as ~~Scott~~Trustee, ~~Smalling~~an ~~expired~~Offer byto ~~their~~Purchase ~~terms.~~All ~~Upon~~Outstanding ~~the~~C$45,000,000 ~~expiration~~Aggregate ofPrincipal ~~their~~Amount ~~agreements,~~6.75% ~~each~~Convertible ofUnsecured ~~Messrs.~~Junior ~~Klapko~~Subordinated ~~and~~Debentures ~~Smalling~~due ~~was~~March 31, ~~terminated~~2016 ~~from~~(the ~~all~~“Offer to ofPurchase”). ~~his~~A ~~positions~~copy ~~with~~of the ~~Corporation~~Offer ~~and~~to ~~its subsidiaries~~Purchase ~~and~~is ~~removed~~furnished as anExhibit ~~officer~~99.1 ofto ~~the~~this ~~Corporation~~Current ~~(each,~~Report aon ~~“Termination”)~~Form 8-K and is incorporated herein by reference.

~~Contemporaneously~~The ~~with~~information ~~the~~in ~~Terminations, Richard~~this ~~Menchaca~~Current ~~was~~Report ~~elected~~on asForm ~~President~~8-K ~~and~~(including ~~Chief~~Exhibit ~~Executive~~99.1) ~~Officer~~is ofbeing ~~the~~furnished ~~Corporation.~~pursuant ~~Mr.~~to Item ~~Menchaca,~~7.01 ~~age~~and ~~47,~~shall isnot ~~currently~~be deemed ~~the~~to ~~President~~be ~~and~~filed ~~Chief~~for ~~Executive~~purposes ~~Officer~~ of ~~Petroflow~~Section 18 ~~Energy~~of ~~Corporation,~~ the ~~owner~~Securities ofExchange ~~100%~~Act of ~~the~~1934, ~~equity~~as ofamended (the ~~Corporation~~ (“~~Petroflow~~Exchange Act”), aor ~~position~~otherwise hebe ~~has~~subject ~~held since May 2010. Prior~~ to ~~joining Petroflow, Mr. Menchaca spent 18 years in~~ the ~~corporate~~liabilities ~~banking~~of ~~industry~~that ~~with~~section, ~~First~~nor ~~Republic~~shall ~~Bank~~they ~~(now~~be ~~known~~deemed asto ~~Bank~~be ofincorporated ~~America), Bank One, Fuji Bank~~by ~~and~~reference ~~Guaranty~~in ~~Bank.~~any ~~Mr. Menchaca~~filing ~~has~~under ~~also been~~ the ~~founder~~Securities ~~and~~Act ~~principal~~ of ~~several privately owned oil and gas companies with operations in Texas~~1933, ~~Oklahoma, and Louisiana. Mr. Menchaca serves~~ as aamended, ~~director~~or ofthe ~~EnerJex~~Exchange ~~Resources~~Act, ~~Inc.~~whether ~~and~~made ~~a non-profit~~before ~~organization~~or ~~based~~after inthe ~~Houston.~~date ~~Mr. Menchaca~~hereof ~~attended~~and ~~the~~regardless ~~University~~ of ~~Texas~~any atgeneral ~~Arlington~~incorporation ~~for~~language ~~his BBA~~ in ~~Finance~~such ~~and MBA coursework~~filing. ~~Mr. Menchaca holds a graduate degree from the SMU Southwestern School of Banking.~~

~~Pursuant~~Item ~~to a previously existing employment agreement with Petroflow, Mr~~9. Menchaca receives an annual salary of $250,000, is eligible for discretionary bonuses, receives an automobile allowance of $800 per month and, in the event of termination of his employment without cause, will receive severance payments equal to between twelve and eighteen months’ salary and the value of the prior twelve months’ premium contributions on his behalf to Petroflow’s benefits plans01. ~~Under~~Financial ~~the~~Statements same agreement, he also received a grant of incentive equity in the form of options to purchase 2,554,705 million shares of the then-existing common stock of Petroflow. Mr. Menchaca will receive no additional compensation in his capacity as President and ~~Chief Executive Officer of the Corporation~~Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Offer to Purchase

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.

EQUAL ENERGY LTD.

Dated: August 13, 2014

/s/ Louis Schott

August 19, 2014

/s/ Louis Schott

Name: Louis Schott

Title: Secretary and Treasurer

Filing Compare · EQUAL ENERGY LTD.