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): March 14 22, 2016

Date of earliest event reported: March 9, 2016

HYDROCARB ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-53313	30-0420930
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Gessner, Suite 375, Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

(713) 970-1590

Registrant’s telephone number, including area code

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs previously disclosed on its Form 8-K dated March 914, 2016, Hydrocarb Energy Corp. (the “Company”~~, “we” and “us”~~) entered into a ~~Special~~special ~~Private~~private placement ~~Placement~~agreement ~~Agreement~~ with Infinity Fund LLC (“Infinity” ~~and the “SPPA”~~). ~~Pursuant~~on toMarch ~~the SPPA~~9, ~~Infinity~~ ~~agreed to purchase~~2016. However, ~~within~~for 45reasons ~~days~~unknown ~~of the parties’ entry into the SPPA, $2 million of a~~ to~~-be-designated~~ ~~series of convertible preferred stock of~~ the Company, ~~which will be convertible into common stock of the Company on a 1,000 for one basis~~ ~~(1,000~~Infinity ~~shares~~and ofits ~~common~~principal ~~stock for each share of preferred stock),~~ have nostopped ~~redemption~~responding ~~rights, no voting rights, no dividend rights, be subject~~ to ~~a 9.99% ownership limitation, and have such other terms and conditions as are agreed by~~ the ~~parties. The preferred stock will be convertible into common stock of the~~ Company ~~based~~since onMarch a16, ~~10% discount to market~~2016. As ~~Additionally~~a ~~pursuant to the SPPA~~result, ~~Infinity~~ ~~agreed to subscribe for up to $25 million in shares of common stock of~~ the Company, athas ~~a 10% discount to the then trading~~decided ~~price of the Company’s common stock, from time~~ to ~~time, subject to certain limitations, rights to~~ terminate ~~purchases,~~any and ~~volume~~ ~~restrictions,~~all inrelationships ~~the~~with ~~form~~Infinity ~~of an equity line of credit, at such time~~ as ~~the Company has filed and obtained effectiveness~~ of aMarch registration statement on Form S-1 to register the shares issuable to Infinity under such arrangement. Infinity’s purchase of the equity line shares under the SPPA is subject to various closing conditions and conditions precedent described therein21, ~~which may not be able to be met by the Company in a timely fashion, if ever~~2016.

~~The~~On ~~Company~~March ~~will~~22, ~~disclose more~~2016, ~~information~~the ~~regarding~~Company retained the ~~Infinity~~law ~~transactions~~firm ~~and~~of ~~the~~Okin ~~preferred~~& ~~stock~~Adams ~~described~~LLP ~~above,~~as ifcounsel ~~and~~to ~~when~~ the ~~transactions~~Company ~~contemplated by~~to ~~the~~explore ~~SPPA~~different ~~close~~re-organization and~~/or~~ inre-financing ~~connection with the registration statement filing contemplated by the SPPA~~possibilities.

The description of the SPPA above does not purport to be complete and is qualified in its entirety by reference to the SPPA as filed herewith as Exhibit 10.1 and incorporated by reference in this item 1.01.SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit No.		Description
Date: March 23, 2016	Hydrocarb Energy Corporation
10.1*		Special Private Placement Agreement dated March 9, 2016, by and between Hydrocarb Energy Corp. and Infinity Fund LLC
	/s/ Kent P. Watts
	Kent P. Watts
	Chief Executive Officer

* Filed herewith.

SIGNATURE

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: March 14, 2016	Hydrocarb Energy Corporation
	/s/ Kent P. Watts
	Kent P. Watts
	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1*		Special Private Placement Agreement dated March 9, 2016, by and between Hydrocarb Energy Corp. and Infinity Fund LLC

* Filed herewith.

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