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): January 17, 2017

Date of report (Date of earliest event reported): January 25, 2017

SARATOGA RESOURCES, INC.

(Exact name of registrant as specified in Charter)

Texas

0-27563

76-0314489

(State or other jurisdiction of incorporation or organization)

(Commission File No.)

(IRS Employer Identification No.)

P.O. Box 79962 Houston, Texas 77279

2400 Veterans Memorial Blvd., Suite 110-A Kenner, Louisiana 70062

(Address of Principal Executive Offices)(Zip Code)

512-940-1948

(Issuer Telephone number)

P.O. Box 79962 Houston, Texas 77279

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; ~~Compensation~~Compensatory Arrangements of Certain Officers

~~On January 17, 2017, Andrew C. Clifford resigned as President and a Director of Saratoga Resources, Inc.~~ (~~the “Company”~~e).

OnCompensatory ~~January~~Arrangements ~~23, 2017, Brad Holmes was appointed to the Company’s board~~ of ~~directors. Mr.~~Certain ~~Holmes, age 66, is owner of EnergyIR, LLC, a full service IR consultancy firm serving E&P and oilfield services companies~~Officers.

~~Item~~On 7January 25, 2017, Saratoga Resources, Inc.01 (the “Company”) entered into a new employment agreement with its Chairman and Chief Executive Officer, Thomas Cooke.

~~Regulation~~The FDemployment ~~Disclosure~~agreement (i) has a three-year term and automatically renews for additional one-year terms thereafter unless either party provides notice of non-renewal at least thirty days in advance of the end of the then current term; (ii) provides for a base salary of $250,000 annually, subject to periodic review and upward adjustment by the board or compensation committee; (iii) provides for discretionary bonuses from time to time as determined by the board or compensation committee; (iv) provides additional benefits, vacation pay and expense reimbursement consistent with Company policy and that of other senior officers; and (v) provides for a 5-year stock option grant to purchase 500,000 shares of common stock at fair market value on the date of grant, vesting 20% on the date of grant and 20% each six months thereafter. The employment agreement includes a deferral and accrual provision under which base salary commenced to accrue from May 26, 2016, the date of rejection of Mr. Cooke’s prior employment agreement, and all base salary accruing from that date, as well as expenses remaining unreimbursed, accrue and payment of the same is deferred until such time as the Company’s board determines, in its sole discretion, that the Company has adequate financial resources to pay such deferred amounts and current base salary and expenses, in part or in whole. Salary deferred under such provision bears simple interest at ten percent per annum and expense reimbursements deferred under such provision bear simple interest at thirteen percent per annum.

OnReference ~~January~~is ~~23,~~made ~~2017,~~to ~~Saratoga~~the ~~Resources,~~employment ~~Inc~~agreement of Mr. ~~issued~~Cooke, a ~~press~~copy ~~release regarding the resignation~~ of ~~Andrew~~which ~~Clifford~~is ~~and~~filed ~~providing~~herewith, anfor ~~update~~a onfull ~~operations. A~~description ~~copy~~ of the ~~press~~terms ~~release~~of ~~is attached hereto as Exhibit 99~~employment.1.

InItem ~~accordance with General Instruction B~~9.201. of Form 8-K, the press release shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section, and such information and exhibit shall not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934 or under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such a filing.

~~Item~~Financial 9Statements and Exhibits.01

~~Financial Statements and Exhibits.~~(d)

~~(d)~~Exhibits

~~Exhibits~~10.1

99Employment Agreement, dated January 25, 2017, with Thomas F.1 Cooke

~~Press release, dated January 23, 2017~~SIGNATURES

~~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.

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.


	SARATOGA RESOURCES, INC.


Dated: January 30, 2017	By:	/s/ Thomas F. Cooke
	Thomas F. Cooke
	Chief Executive Officer

	SARATOGA RESOURCES, INC.
Dated: January 23, 2017	By:	/s/ Thomas Cooke
	Thomas Cooke
	Chief Executive Officer

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