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) ~~June~~January 1413, ~~2022~~ 2023 (~~June~~January 810, ~~2022~~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.

Overland Park, KS 66219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (~~816~~913) ~~955~~948-~~0532~~9512

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 exchange on which registered
—		—		—

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 1.01. Entry into a Material Definitive Agreement.

~~American~~As ~~Noble~~previously ~~Gas~~disclosed ~~Inc,~~on aCurrent ~~Nevada~~Reports ~~corporation~~on ~~(the~~Form ~~“Company”),~~8-K ~~entered~~filed ~~into an agreement (the “Agreement”)~~ with ~~an accredited investor (~~the ~~“Investor”)~~U.S. ~~for~~Securities ~~the~~and ~~Company’s~~Exchange ~~Senior~~Commission ~~Unsecured~~on ~~Convertible~~November ~~Promissory~~5, ~~Notes due September 15~~2021, ~~2022~~and ~~(the~~May ~~“Notes”)~~19, ~~with an aggregate principal face amount of $350~~2022,~~000.~~ ~~The~~American ~~Note~~Noble isGas, ~~subject to certain conditions~~Inc., ~~convertible~~a ~~into 700,000~~Nevada ~~shares~~corporation (the “~~Conversion Shares”) of the~~ Company~~’s common stock, par value $0.0001 per share (the “Common Stock~~”), atentered ainto ~~price~~two ~~per~~notes ~~share~~with ofinstitutional ~~$0.50 (“Fixed Conversion Price”). The Company also issued a warrant to acquire up~~accredited toinvestors ~~700,000 shares of Common Stock~~ (~~“Warrant”) to~~ the ~~Investor as additional consideration for the purchase of the Note. The Warrant together with the Note, collectively, are referred to as the~~ “~~Securities~~Investors”.): ~~The~~one ~~closing~~on ofOctober ~~the offering of the Securities occurred simultaneously with the execution and delivery of the related transaction documents~~30, ~~pursuant~~2021 ~~to which the Investor purchased the Securities for an aggregate purchase price of $350,000. The Company has also granted the Investors certain automatic~~ and ~~piggy-back registration~~one ~~rights whereby the Company has agreed to register the resale by the Investors of the shares underlying the Warrant and the Conversion Shares. The Company relied~~ on ~~the~~May ~~exemption from the registration requirements of the Securities Act of 1933~~13, ~~as amended (the “Securities Act”), provided in Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder~~2022.

~~The~~On ~~Note~~January ~~bears~~10, ~~interest~~2023, atthe aCompany ~~rate~~amended each of ~~eight~~those ~~percent~~notes by entering into a letter agreement (8%the “Letter Agreement”) ~~per~~between the ~~annum,~~Investors ~~may~~and bethe ~~voluntarily~~Company. ~~repaid~~The inLetter ~~cash~~Agreement inmodifies the ~~full~~terms orof inthe ~~part~~notes by ~~the~~extending ~~Company~~each ~~at any~~note’s ~~time~~respective ~~(subject~~maturity date to ~~the~~September ~~occurrence~~30, of2023. anIn ~~event~~consideration offor ~~default)~~the inextension, the anCompany ~~amount~~amended ~~equal~~the toFixed ~~100%~~Conversion ofPrice ~~the~~(as ~~principal~~defined ~~amount~~in of each ~~Note~~note) ~~and~~to $0.10, subject to any ~~accrued~~future adjustments as provided in each ~~and~~of ~~unpaid~~the ~~interest~~notes.

The ~~Purchase~~foregoing ~~Agreement~~description ~~also contains customary representations, warranties and agreements~~ of the ~~Company~~Letter ~~and~~Agreement ~~the~~does ~~Investor~~not ~~and~~purport ~~customary indemnification~~to ~~rights~~be complete and ~~obligations~~is ofqualified ~~the parties thereto. Each of the Investors has previously invested~~ in ~~securities~~its ofentirety ~~the~~by ~~Company or~~reference ~~otherwise~~to ~~had pre-existing relationships with~~ the ~~Company; the Company did not engage in general solicitation or advertising with~~full ~~regard~~text ~~to the issuance and sale~~ of the ~~Securities.~~Letter ~~Each~~Agreement, ~~Investor~~which ~~represented that it~~ is anattached ~~“accredited investor”~~ as ~~defined in~~Exhibit ~~Rule 501(a)(~~10.1), ~~(a)(2),~~to ~~(a)(3),~~this ~~(a)(7)~~Current orReport ~~(a)(~~on Form 8)-K ~~under~~and ~~the~~incorporated ~~Securities~~herein ~~Act~~by reference.

~~The~~A ~~Company~~copy ~~also~~of ~~entered into that certain registration rights side letter (~~the ~~“Registration Rights Side~~ Letter~~”),~~ ~~pursuant to~~Agreement ~~which~~is inattached ~~the~~hereto ~~event~~as ~~the~~Exhibit Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date, and, thereafter, the Company agreed to file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock underlying the Notes in the event that the Notes are not repaid prior to such 120-day period10.1.

~~The closing~~Item of9.01 ~~the~~Financial ~~Private~~Statements ~~Placement~~and ~~took place on June 8, 2022~~Exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		8%Letter ~~Convertible~~Agreement ~~Promissory Note~~ dated ~~June~~January 810, ~~2022~~2023.
10.2		Common Stock Purchase Warrant dated June 8, 2022
10.3		Registration Rights Side-Letter dated June 8, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 14, 2022	American Noble Gas, Inc.
Date: January 13, 2023	American Noble Gas, Inc.
	By:	/s/ Stanton E. Ross
	Name:	Stanton E. Ross
	Title:	Chairman, President and Chief Executive Officer

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