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 ~~February 20~~1, 2014

OSAGE EXPLORATION AND DEVELOPMENT, INC.

(Exact name of small business issuer as specified in its charger)

Delaware

0-52718

26-0421736

(State or other jurisdiction

of incorporation or organization)

(Commission
File No.)

(I.R.S. Employer

Identification No.)

2445 Fifth Avenue

Suite 310

San Diego, CA 92101

(619) 677-3956

(Address of principal executive offices)

(Issuer’s telephone number)

Not Applicable

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))

Item 3 5.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~of February 25, 2014, Osage Exploration~~August ~~and Development, Inc. (“Osage”) has issued an aggregate of 4,900,000 shares of its common stock and warrants to purchase~~ 1,~~960,000~~ ~~shares of common stock for aggregate gross proceeds of $4~~2014,~~410,000~~ ~~(the “Private Placement”)~~Mr. ~~The~~Gregory ~~Private Placement~~Holcombe isbecame ~~being~~a ~~issued~~member ~~and sold pursuant Securities Purchase Agreements between Osage and certain purchasers. It is anticipated that upon completion~~ of the ~~Private~~Board ~~Placement aggregate gross proceeds will amount to up to $5,400,000. The purchase price~~ of ~~each~~ ~~unit,~~Directors ~~representing one share~~ of ~~common~~Osage ~~stock~~Exploration and ~~a warrant to purchase 0.4 shares of common stock at $1.80 per share~~Development, ~~was $0~~Inc.90. The warrants have a term of five years. Cabot Lodge Securities, LLC (“Cabot”) served as placement agent in the Private Placement. Cabot will receive placement fees of 8%, in cash or warrants or a combination thereof at their election.

~~The~~Mr. ~~issuance~~Holcombe currently ~~was~~serves ~~made in reliance~~ on ~~Rule 506~~the ~~promulgated~~Board ~~under~~of ~~the~~Directors ~~Securities~~at ~~Act~~Hudson ofValley ~~1933~~Bank, asa ~~amended~~publicly-traded ~~(the~~$3 ~~“Securities~~billion ~~Act”)~~bank ~~and~~located ~~was~~in ~~made~~Westchester ~~without general solicitation~~County, orNew ~~advertising.~~York, ~~Each~~where ~~purchaser~~he ~~represented that it~~ is anon ~~accredited investor with access to information about Osage sufficient to evaluate~~ the ~~investment~~Loan and ~~that~~Oversight ~~the~~Committees. ~~common~~Mr. ~~stock~~Holcombe ~~was~~has ~~being~~been ~~acquired without~~ a ~~view~~member ~~to distribution or resale in violation~~ of the ~~Securities~~Board ~~Act. A Form D filing will be made in accordance with the requirements~~ of ~~Regulation~~Directors D.at ~~The securities offered~~Hudson ~~have~~Valley ~~not~~Bank ~~been~~since ~~registered~~1999. ~~under~~Mr. ~~the~~Holcombe ~~Securities~~graduated ~~Act,~~from ~~and~~Tulane ~~may~~University ~~not~~in be1983 ~~offered~~with ora ~~sold~~BS in ~~the~~Latin ~~United~~American ~~States~~Studies ~~without~~and ~~registration or~~International ~~an applicable exemption from the registration requirements of the Securities Act~~Marketing.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.

Exhibit 10.1*		Form of Securities Purchase Agreement
	OSAGE EXPLORATION AND DEVELOPMENT, INC. (Registrant)
Exhibit 10.2*		Form of Common Stock Purchase Warrant
Date: August 7, 2014	By:	/s/ Kim Bradford
		Kim Bradford
		President and Chief Executive Officer

* Filed herewith

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 of the undersigned thereunto duly authorized.

	OSAGE EXPLORATION AND DEVELOPMENT, INC.
	(Registrant)
Date: February 25, 2014	By:	/s/ Kim Bradford
		Kim Bradford
		President and Chief Executive Officer

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