AMNI / American Noble Gas, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE GA

ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND INTERESTS ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND INTERESTS

Exhibit 10.3 ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND INTERESTS ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND INTERESTS Now on this 17th day of October, 2023, American Noble Gas, Inc., (hereinafter “ANG”) 14001 Marshall Drive, Lenexa, KS 66215 and M3 Helium Corp., a Delaware corporation (hereinafter “M3”) 4601 E Douglas Ave STE 150, Wichita, Kansas 67218 agree as follows: WHEREAS, , LLC (herein

[Balance of page intentionally left blank; signatures follow on next page]

EXHIBIT 10.2 October , 2023 Thomas J. Heckman c/o American Noble Gas, Inc. (“AMGAS”) 15612 College Blvd. Lenexa, KS 66219 Mr. Paul Mendell c/o M3 Helium Corp. (“M3”) 402 Oratino Dr. Castle Rock, CO 80108 Re: Letter of Understanding – Sale and Assignment of Hugoton Participation Agreement and the Peyton 21-1 well. Termination of the Letter Agreement dated November 9, 2021 by and between AMGAS and U

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): November 1, 2023 (October 17, 2023) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE GAS INC

American Noble Gas, Inc. Stock Option Agreement

Exhibit 10.2 Form of Stock Option Agreement American Noble Gas, Inc. Stock Option Agreement (Officer) Notice of Stock Option Grant: The Optionee has been granted the following option to purchase shares of the Common Stock of American Noble Gas, Inc.: Optionee’s Name and Address: ******* c/o American Noble Gas, Inc. 15612 College Blvd. Lenexa, Kansas 66219 Date of Grant: August 2, 2023 Exercise Pri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 3, 2023 (August 2, 2023) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE GAS IN

Subsidiaries of Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME JURISDICTION OF FORMATION OWNERSHIP % JURISDICTION OF FORMATION GMDOC, LLC (1) KANSAS 60.7143% (1) The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee, GMDOC. Management’s judgment regar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOB

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Expires: February 28, 2022 Estimated average burden hours FORM 12b-25 per response. . . . . . . . 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L-502 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For

Form of Securities Purchase Agreement by and between the Company and the Investors

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 4, 2023, is by and among American Noble Gas, Inc, a Nevada corporation with headquarters located at 15612 College Blvd., Lenexa, Kansas 66219 (the “Company”), and the investors who are signatories to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS A. Th

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) May 8, 2023 (May 2, 2023) American

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) May 8, 2023 (May 2, 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) (Com

Form of 8% Convertible Promissory Note due September 30, 2023

EXHIBIT 10.4 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER A

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement by and between the Company and the Investors

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5, 2023, between American Noble Gas, Inc, a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (33)

Exhibit 3.1

American Noble Gas, Inc Announces Corporate Changes Including the Appointment of New Chief Executive Officer and Chief Financial Officer Changes include raising new capital through the issuance of convertible preferred stock and the extension of the

Exhibit 99.1 American Noble Gas, Inc Announces Corporate Changes Including the Appointment of New Chief Executive Officer and Chief Financial Officer Changes include raising new capital through the issuance of convertible preferred stock and the extension of the maturity date on existing convertible debt. Lenexa, KS | May 8, 2023 (GLOBE NEWSWIRE) – American Noble Gas, Inc (OTCQB: AMNI) (“AMGAS” or

Form of Series B Convertible Preferred Stock Certificate

Exhibit 4.2 SERIES B CONVERTIBLE SERIES B CONVERTIBLE PREFERRED STOCK PREFERRED STOCK Number Shares 2,500 AMERICAN NOBLE GAS, INC. Incorporated Under the Laws of the State of Nevada Series B Convertible Preferred Stock, $0.0001 Par Value Per Share This certifies that is the owner of fully paid and non-assessable shares of the Series B convertible preferred stock of American Noble Gas, Inc, a Nevad

Letter Agreement by and between the Company and the Investors

Exhibit 10.1 May 3, 2023 3i, LP (“3i”) 140 Broadway FL 38 New York, NY 10005 Alpha Capital Anstalt (“Alpha”) Lettstrasse 32 9490 Vaduz Principality of Liechtenstein Ozark Capital, LLC (“Ozark”) 6490 NW Valley Drive Parkville, MO 64152 Stanton E. Ross (“Mr. Ross”) c/o American Noble Gas, Inc. 15612 College Blvd. Lenexa, KS 66219 Thomas J. Heckman (“Mr. Heckman”) c/o American Noble Gas, Inc. 15612 C

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Expires: February 28, 2022 Estimated average burden hours FORM 12b-25 per response. . . . . . . . 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L-502 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) January 13, 2023 (January 10, 2023) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorpor

Letter Agreement dated January 10, 2023.

Exhibit 10.1 EXECUTION COPY American Noble Gas, Inc. 15612 College Blvd. Lenexa, KS 66219 January 10, 2023 Re: Amendment of the Senior Unsecured Convertible Notes Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement (as modified from time to time, the “Purchase Agreement”), dated as of May 13, 2022, between the Company and the purchasers identified therein, which are the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE G

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Expires: March 31, 2022 Estimated average burden hours FORM 12b-25 per response. . . . . . . . 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L-502 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Pe

UNAUDITED PRO FORMA FINANCIAL INFORMATION

EXHIBIT 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION On May 3, 2022, American Noble Gas, Inc., a Nevada corporation (the ?Company?) entered into an operating agreement (the ?Operating Agreement?) (subject to the payment in full of the Company?s obligation to make its capital contribution) pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership interests (the ?I

Independent Auditors’ Report

EXHIBIT 99.1 Independent Auditors? Report To The Board of Directors and shareholders American Noble Gas, Inc. Opinion We have audited the accompanying Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties Acquired by GMDOC, LLC (the ?Statements?) from Castelli Energy, LLC (the ?Acquired Oil & Gas Properties?) as described in Note 1, for the years ended March 31, 2022 a

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 12, 2022 (May 19, 2022) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE GAS, I

Registration Rights Side-Letter dated June 8, 2022

EXHIBIT 10.3 American Noble Gas, Inc. 15612 College Blvd. Lenexa, KS 66219 June 8, 2022 To the Purchasers who are Signatories to the American Noble Gas, Inc. 8% Convertible Notes and Warrant Agreements, dated as of June 8, 2022 Re: Registration Rights Reference is made to the 8% Convertible Notes and Warrant Agreements, dated as of June 8, 2022 between American Noble Gas, Inc. (the ?Company?) and

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 14, 2022 (June 8, 2022) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorporation)

8% Convertible Promissory Note dated June 8, 2022

EXHIBIT 10.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER A

Common Stock Purchase Warrant dated June 8, 2022

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 This warrant and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to

IFNY / Infinity Energy Resources, Inc. / Heckman Thomas J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 AMERICAN NOBLE GAS, INC. (formerly INFINITY ENERGY RESOURCES, INC.) (Name of Issuer) Common Stock (Title of Class of Securities) 45663L502 (CUSIP Number) American Noble Gas, Inc. 15612 College Blvd. Lenexa, KS 66219 (816) 955-0532 (Name, Address and Tele

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) May 20, 2022 (May 19, 2022) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 000-17204 87-3574612 (State or other jurisdiction of incorporation) (

Form of Restricted Stock Purchase Agreement

EXHIBIT 10.1 FORM OF RESTRICTED STOCK AGREEMENT FOR [] This Restricted Stock Agreement (?Agreement?) is made as of May 19, 2022 (the ?Grant Date?) between American Noble Gas, Inc. (the ?Company?) and (the ?Employee?). WHEREAS, the Company is authorized to grant awards of restricted common stock and the Company maintains sufficient common shares authorized and reserved for award purposes to be gran

Operating Agreement of GMDOC, LLC. (Filed herewith)

EXHIBIT 10.1 OPERATING AGREEMENT OF GMDOC, LLC THIS OPERATING AGREEMENT of GMDOC, LLC, (the ?Company?), a Kansas limited liability company, is entered into effective as of the Effective Time, by and among the Company and all of its Members. ARTICLE 1 FORMATION OF THE COMPANY 1.1 Formation. The Company was formed upon the filing of the Articles of Organization. In consideration of the mutual promis

American Noble Gas Acquires Interests in Oil and Gas Leases in Southern Kansas Near the Oklahoma Border Acquisition Includes Approximately 130 Oil and Gas Wells Currently Producing Approximately 100 Barrels of Oil and 1.5 Million Cubic Feet of Natura

EXHIBIT 99.1 For immediate release: American Noble Gas Acquires Interests in Oil and Gas Leases in Southern Kansas Near the Oklahoma Border Acquisition Includes Approximately 130 Oil and Gas Wells Currently Producing Approximately 100 Barrels of Oil and 1.5 Million Cubic Feet of Natural Gas Per Day Lenexa, KS | May 19, 2022 (GLOBE NEWSWIRE) ? American Noble Gas In. (OTC-QB: IFNY) (?AMGAS? or the ?

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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) May 19, 2022 (May 13, 2022) American Noble Gas Inc (Exact name of registrant as specified in its charter) Nevada 001-17204 87-3574612 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE GAS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-

Side Letter by and between the Company and U.S. Noble Gas, LLC dated February 2, 2022. (filed herewith)

EXHIBIT 10.20 US Noble Gas, LLC 402 Orofino Drive Castle Rock, CO 80108 RE: Side Agreement regarding Letter Agreement between American Noble Gas, Inc. (formerly Infinity Energy Resources, Inc.) and U.S. Noble Gas, LLC Dear Paul: The purpose of this Side Letter is to update and supplement the Letter Agreement dated November 9, 2021 (the ?Letter Agreement?) by and between American Noble Gas, Inc., f

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

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) April 22, 2022 (April 18, 2022) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 001-17204 87-3574612 (State or other jurisdiction of incorporatio

As filed with the Securities and Exchange Commission on April 8, 2022

As filed with the Securities and Exchange Commission on April 8, 2022 Registration No.

Subsidiaries of Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME JURISDICTION OF FORMATION American Noble Gas, Inc. has no subsidiaries.

Participation Agreement, dated as of April 4, 2022, by and between the Company and SunFlower Exploration, LLC

Exhibit 10.48 PARTICIPATION AGREEMENT Parties: SunFlower Exploration, LLC (hereinafter ?Sunflower?) 10801 Mastin st., Suite 920 Overland Park, KS 66210 American Noble Gas, Inc. 15612 CollegeBlvd. Lenexa, KS 66219 Revocable Trust Overland Park, KS 66210 Louisburg, KS 66053 Parkville, MO 64152 The term ?Participants? as used herein shall refer collectively to American Noble Gas, Inc., Revocable Trus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOB

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Expires: March 31, 2022 Estimated average burden hours FORM 12b-25 per response. . . . . . . . 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L-502 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Pe

Articles of Incorporation filed with the Secretary of State of the State of Nevada on November 23, 2021

Exhibit 3.3

Certificate of Merger filed with the Secretary of State of the State of Delaware on December 7, 2021 (31)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 2 to FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN NOBLE GAS INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No.

Bylaws of American Noble Gas Inc., adopted effective October 22, 2021 (Incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by American Noble Gas Inc on December 13, 2021.)

Exhibit 3.4

Articles of Merger filed with the Secretary of State of the State of Nevada on December 7, 2021 (31)

Exhibit 3.2

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (31)

Exhibit 4.1 AMERICAN NOBLE GAS INC DESCRIPTION OF COMMON STOCK The following is a summary of certain provisions of Nevada law and the material terms of common stock, par value $0.0001 per share of American Noble Gas Inc, a Nevada corporation (the ?Company, ?we? or ?our), as contained in our Articles of Incorporation, filed with the Secretary of State of the State of Nevada on December 7, 2021 (the

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): December 13, 2021 (December 7, 20

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): December 13, 2021 (December 7, 2021) American Noble Gas Inc (Exact name of registrant as specified in its charter) Nevada 001-17204 20-3126427 (State or other jurisdiction of incorpor

Agreement and Plan of Merger of American Noble Gas, Inc., a Delaware Corporation with and into American Noble Gas Inc, a Nevada Corporation dated as of December 7, 2021 (31)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF AMERICAN NOBLE GAS, INC., A DELAWARE CORPORATION WITH AND INTO AMERICAN NOBLE GAS INC, A NEVADA CORPORATION THIS AGREEMENT AND PLAN OF MERGER (the ?Agreement?), dated as of December 7, 2021, by and between American Noble Gas, Inc., a Delaware corporation (?AMGAS-DE?), and American Noble Gas Inc, a Nevada corporation (?AMGAS-NV?), which corporations are s

AMGAS Enters into Service Agreement with US Noble Gas, LLC to Provide Exploration, Development, Production and Marketing Services Relative to AMGAS’s Potential Helium and other Noble Gas Reserves on its Recent Acquisition of 11,000 Leasehold Acres in

EXHIBIT 99.1 American Noble Gas Announces New Advisory Board with World Class Helium and Other Noble Gas Industry Expertise AMGAS Enters into Service Agreement with US Noble Gas, LLC to Provide Exploration, Development, Production and Marketing Services Relative to AMGAS?s Potential Helium and other Noble Gas Reserves on its Recent Acquisition of 11,000 Leasehold Acres in Central Kansas Uplift For

Form of Registration Rights Side Letter, dated as of October 29, 2021 (30)

EXHIBIT 10.2 American Noble Gas, Inc. 15612 College Blvd Lenexa, Kansas 66219 October 29, 2021 To the Purchasers who are Signatories to the American Noble Gas, Inc. Securities Purchase Agreement, dated as of October 29, 2021 Re: Registration Rights Reference is made to the Securities Purchase Agreement, dated as of October 29, 2021 between American Noble Gas, Inc. (the ?Company?) and the Purchaser

Form of Common Stock Purchase Warrant (29)

EXHIBIT 4.1 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED,

Letter Agreement by and between the Company and U.S. Noble Gas, LLC dated November 9, 2021 (30)

EXHIBIT 10.1 AMERICAN NOBLE GAS, INC. 15612 College Blvd. Lenexa, KS 66219 US Noble Gas, LLC 402 Orofino Drive Castle Rock, CO 80108 November 9, 2021 RE: Letter Agreement between American Noble Gas, Inc. (formerly Infinity Energy Resources, Inc.) and U.S. Noble Gas, LLC Dear Paul: This Letter Agreement supersedes and replaces that certain term sheet dated April 30, 2021, by and between American No

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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) November 12, 2021 (November 9, 2021) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of incor

Form of Common Stock Purchase Warrant, dated October 29, 2021 (30)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement, dated as of October 29, 2021, by and between the Company and the Investor (30)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October 29, 2021, among Infinity Energy Resources, Inc., a Delaware corporation (the ?Company?), and the purchasers identified on the signature pages hereto (each a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth in this Agreement a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 AMERICAN NOBLE G

Form of Senior Unsecured Convertible Promissory Note, due October 29, 2022 (30)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) November 5, 2021 (November 1, 2021) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement AMERICAN NOBLE GAS, INC. (Name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement AMERICAN NOBLE GAS, INC. (Name of registrant as

Amended and Restated Bylaws of American Noble Gas, Inc., adopted effective October 14, 2021 (28)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AMERICAN NOBLE GAS, INC. As Amended and Restated October 14, 2021 ARTICLE 1 OFFICES The registered office of American Noble Gas, Inc. (the ?Company?) in the State of Delaware will be as provided for in the Certificate of Incorporation of the Company (the ?Certificate of Incorporation?). The Company will have offices at such other places as the Board of Di

2021 Stock Option and Restricted Stock Plan (28)

EXHIBIT 10.1 American Noble Gas, Inc. 2021 Stock Option and Restricted Stock Plan 1. Purposes. (a) Background. This 2021 Stock Option and Restricted Stock Plan was adopted on August 14, 2021 by the Board of Directors, subject to the approval of the Company?s stockholders. Options granted under the Plan prior to the stockholders? approval will be effective upon approval of the stockholders as of th

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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) October 15, 2021 (October 13, 2021) American Noble Gas, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of incorp

Amended and Restated Bylaws, adopted effective October 14, 2021. (marked copy) (Filed herewith.)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF INFINITY ENERGY RESOURCES AMERICAN NOBLE GAS, INC. Adopted April 29, 2005 As Amended and Restated October 14, 2021 ARTICLE 1 OFFICES The registered office of Infinity Energy Resources American Noble Gas, Inc. (the ?Company?) in the State of Delaware will be as provided for in the Certificate of Incorporation of the Company (the ?Certificate of Incorporati

Certificate of Amendment of Certificate of Incorporation of Infinity Energy Resources, Inc. (Filed herewith.) (28)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF INFINITY ENERGY RESOURCES, INC. Infinity Energy Resources, Inc. (the ?Corporation?), a corporation incorporated under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL? does hereby certify that: FIRST: Article 1 of the Certificate of Incorporation is hereby deleted in its entire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☒ Definitive proxy statement ☐ Confidential, For Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Certificate of Amendment of Certificate of Incorporation of Infinity Energy Resources, Inc.

Exhibit 3.2

Corrected Certificate of Incorporation of Infinity Energy Resources, Inc.

Exhibit 3.1

Other Events, Financial Statements and Exhibits

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 13, 2021 Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-17204 INFINITY ENERGY RESOU

Infinity Energy Resources, Inc. 18,972,834 Shares of Common Stock Consisting of Up to 7,117,500 Shares of Common Stock Issuable Upon Conversion of or Payment Made on Shares of Series A Convertible Preferred Stock Up to 11,789,404 Shares of Common Sto

424B4 1 form424b4.htm Filed Pursuant to Rule 424(b)(4) Registration No. 333-258066 PROSPECTUS Infinity Energy Resources, Inc. 18,972,834 Shares of Common Stock Consisting of Up to 7,117,500 Shares of Common Stock Issuable Upon Conversion of or Payment Made on Shares of Series A Convertible Preferred Stock Up to 11,789,404 Shares of Common Stock Issuable Upon Exercise of Common Stock Purchase Warra

INFINITY ENERGY RESOURCES, INC 11900 College Blvd., Suite 310 Overland Park, KS 66210

INFINITY ENERGY RESOURCES, INC 11900 College Blvd., Suite 310 Overland Park, KS 66210 August 2, 2021 VIA EDGAR AND FACSIMILE Timothy Collins Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: INFINITY ENERGY RESOURCES, INC. Registration Statement on Form S-1 Registration No. 333-258066 Dear Mr. Collins: In accordance with Rule 461 under

As filed with the Securities and Exchange Commission on July 21, 2021

S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on July 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFINITY ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 1381 20-3126427 (State or other jurisdiction of incorpora

Infinity Energy Resources Joins OTCQB Venture Market

EX-99.1 2 ex99-1.htm Exhibit 99.1 Infinity Energy Resources Joins OTCQB Venture Market OVERLAND PARK, Kansas, July 13, 2021 — Infinity Energy Resources, Inc. (OTCQB: IFNY) (the “Company”), an independent oil and gas exploration and development company, today announced that that the Company’s common stock has been up-listed and approved for quotation on the OTCQB® Venture Market effective June 13,

Regulation FD Disclosure, Financial Statements and Exhibits

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) July 13, 2021 (July 12, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17204 20-3126427 (State or other jurisdiction of incor

Independent Auditors’ Report

EXHIBIT 99.1 Independent Auditors? Report The Board of Directors and shareholders Infinity Energy Resources, Inc. We have audited the accompanying Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties Acquired by Infinity Energy Resources, Inc. (the ?Statements?) from Core Energy, LLC (the Acquired Oil & Gas Properties) as described in Note 1, for the years ended March

UNAUDITED PRO FORMA FINANCIAL INFORMATION

EXHIBIT 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION On April 1, 2021, the Company completed the previously announced acquisition of certain oil and gas properties and interests from Core Energy, LLC, effective as of January 1, 2021 (the ?Oil & Gas Properties Acquisition?). On December 14, 2020, the Company entered into an asset purchase and sale agreement (the ?Agreement?) with Core Energy, as

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 15, 2021 (April 6, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17204 20-3126437 (State or other jurisdiction of inc

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

Form of Settlement Agreement by and between the Company and Stephen Cochenet dated as of April 1, 2021 (27)

EXHIBIT 10.2 SETTLEMENT AGREEMENT TERM SHEET- COCHENET THIS EXCHANGE AGREEMENT TERM SHEET (the ?Agreement?) is dated this day of , 2021, by and between Infinity Energy Resources, Inc., a Delaware corporation (the ?Company?), and Stephen Cochenet, an individual (the ?Holder?). The parties agree to complete the Exchange as contemplated herein as follows: 1. The Holder beneficially owns and holds the

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) May 11, 2021 (April 1, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction of incorp

Form of Settlement Agreement by and between the Company and Global Equity Funding, LLC dated as of April 1, 2021 (27)

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 SETTLEMENT AGREEMENT TERM SHEET – GLOBAL EQUITY FUNDING THIS EXCHANGE AGREEMENT TERM SHEET (the “Agreement”) is dated this st day of , 2021, by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and Global Equity Funding, LLC, a Kansas Limited Liability Company (the “Holder”). The parties agree to complete the Exchange as contempl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 30, 2021 (March 26, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of i

Form of Certificate of Designations of Series A Convertible Preferred Stock

Exhibit 3.2 INFINITY ENERGY RESOURCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Stanton E. Ross does hereby certify that: 1. He is the Chief Executive Officer of Infinity Energy Resources, Inc., a Delaware corporation (the ?Corporation?). 2. The Cor

Form of March 31, 2021 Common Stock Purchase Warrant (26)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Certificate of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (26)

Exhibit 3.1

Form of Series A Convertible Preferred Stock Certificate

Exhibit 4.3 SERIES A SERIES A PREFERRED STOCK PREFERRED STOCK Number Shares INFINITY ENERGY RESOURCES, INC. Incorporated Under the Laws of the State of Delaware Series A Convertible Preferred Stock, $0.0001 Par Value Per Share This certifies that is the owner of fully paid and non-assessable shares of the Series A convertible preferred stock of Infinity Energy Resources, Inc., a Delaware corporati

Form of Purchase Agreement by and between the Company and the Investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 16, 2021, is by and among Infinity Energy Resources, Inc., a Delaware corporation with headquarters located at 11900 College Blvd., Suite 310, Overland Park, KS 66210 (the ?Company?), and the investors who are signatories to this Agreement (each, a ?Purchaser? and collectively, the ?P

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) April 6, 2021 (March 31, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of inco

Assignment and Bill of Sale, by and between Infinity Energy Resources, Inc. and Core Energy, LLC, dated as of March 31, 2021 (25)

EXHIBIT 2.1 ASSIGNMENT AND BILL OF SALE STATE OF KANSAS COUNTIES OF RUSH & BARTON THIS ASSIGNMENT AND BILL OF SALE (this ?Assignment?) is made between Core Energy, LLC, a Kansas limited liability company having an address of hereinafter called ?Assignor? (whether one or more), and unto Infinity Energy Resources, Inc., a Delaware corporation, 11900 College Blvd., Suite 310, Overland Park, KS 66210,

Side Letter, by and between Infinity Energy Resources, Inc. and Core Energy, LLC, dated as of March 31, 2021 (25)

Exhibit 2.2 Infinity Energy Resources, Inc. March 31, 2021 Core Energy, LLC Re: Acquisition of leasehold interest in certain oil and gas properties in the Central Kansas Uplift geological formation Reference is made to the Asset Purchase and Sale Agreement, (the ?APA?) dated as of December 14, 2020 between Infinity Energy Resources, Inc. (the ?Company? nor ?Purchaser?) and Core Energy, LLC (the ?S

Form of March 31, 2021 Common Stock Purchase Warrant (13)

Exhibit 4.2 EXHIBIT A THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT B

Form of March 31, 2021 3% Convertible Promissory Note (25)

Exhibit 4.1 EXHIBIT B THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AN

Form of Debt Settlement Agreement dated as of March 31, 2021 (25)

Exhibit 10.1 DEBT SETTLEMENT AGREEMENT THIS DEBT SETTLEMENT AGREEMENT (the ?Agreement?) is dated as of this 31st day of March, 2021, by and between Infinity Energy Resources, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Creditor?). The Company acknowledges that it is indebted to Creditor in the amount of $[?] (the ?Debt?). In consideration of the mutual covenants and promises made b

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 Infinity E

Form of Purchase Agreement by and between the Company and the March Investors dated as of March 16, 2021 (24)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 16, 2021, is by and among Infinity Energy Resources, Inc., a Delaware corporation with headquarters located at 11900 College Blvd., Suite 310, Overland Park, KS 66210 (the ?Company?), and the investors who are signatories to this Agreement (each, a ?Purchaser? and collectively, the ?P

Form of Series A Convertible Preferred Stock Certificate (24)

EX-4.3 4 ex4-3.htm Exhibit 4.3 SERIES A SERIES A PREFERRED STOCK PREFERRED STOCK Number Shares INFINITY ENERGY RESOURCES, INC. Incorporated Under the Laws of the State of Delaware Series A Convertible Preferred Stock, $0.0001 Par Value Per Share This certifies that is the owner of fully paid and non-assessable shares of the Series A convertible preferred stock of Infinity Energy Resources, Inc., a

Form of March 16, 2021 Common Stock Purchase Warrant (24)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Certificate of Designations of Series A Convertible Preferred Stock (24)

EX-3.1 2 ex3-1.htm Exhibit 3.1 INFINITY ENERGY RESOURCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Stanton E. Ross does hereby certify that: 1. He is the Chief Executive Officer of Infinity Energy Resources, Inc., a Delaware corporation (the “Corpor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 30, 2021 (March 26, 2021) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126437 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFINITY ENERGY RESOURCES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Thomas J. Heckm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFINITY ENERGY RESOURCES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45663L502 (CUSIP Number) Thomas J. Heckman 15612 College Blvd. Lenexa, KS 66219 (913) 814-7774 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commu

Form of Asset Purchase and Sale Agreement made and entered into as of December 14, 2020 by and between the Company and Core Energy, LLC, Mandalay, LLC and Coal Creek Energy, LLC (20)

Exhibit 10.1 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of December, by and between CORE ENERGY, LLC, a Kansas limited liability company and the members of CORE ENERGY, LLC; Mandalay LLC and Coal Creek Energy, LLC (collectively, “Seller”) and INFINITY ENERGY RESOURCES, INC., a Delaware corporation (“Purchas

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): December 14, 2020 (December 15, 2020) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

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): September 28, 2020 (September 24, 2020) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdicti

Form of Exchange Agreement by and between the Company and SKM dated September 24, 2020 (21)

Exhibit 10.1 EXCHANGE AND SETTLEMENT AGREEMENT THIS EXCHANGE AND SETTLEMENT AGREEMENT (the “Agreement”) is dated this 24th day of September, 2020, by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and SKM Partnership, Ltd., a Texas limited partnership (“Holder”). The Company and the Holder are sometimes each referred to herein as a “Party” and collectively as

Form of Option Term Sheet dated September 2, 2020 by and between the Company and Core (22)

Exhibit 10.1 INFINITY ENERGY RESOURCES, INC. SUMMARY OF PROPOSED TERMS CORE ENERGY, LLC OIL & GAS LEASE ACQUISITION Date of this Term Sheet September 2nd, 2020 Proposed parties to the transaction Infinity Energy Resources, Inc., a Delaware Corporation (the “Company”) will be the Acquirer. Core Energy, LLC, a Kansas Limited Liability Company is the Seller Binding Nature of the Term Sheet This term

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits -

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): September 8, 2020 (September 2, 2020) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

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 25, 2020 (August 19, 2020) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17204 20-3126427 (State or other jurisdiction of

Form of Securities Purchase Agreement dated August 19, 2020 by and between the Company and the Investor (23)

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2020, between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and [] (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securi

Form of Senior Unsecured Promissory Note, due August 19, 2021 (23)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Common Stock Purchase Warrant dated August 19, 2020 (23)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Restricted Stock Purchase Agreement dated as of August 19, 2020 (23)

Exhibit 10.2 FORM OF RESTRICTED STOCK AGREEMENT FOR [] This Restricted Stock Agreement (“Agreement”) is made as of August 19, 2020 (the “Grant Date”) between Infinity Energy Resources, Inc. (the “Company”) and (the “Employee”). WHEREAS, the Company is authorized to grant awards of restricted common stock and the Company maintains sufficient common shares authorized and reserved for award purposes

Subsidiaries of Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME JURISDICTION OF FORMATION NONE

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RES

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-17204

Other Events, Financial Statements and Exhibits

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): May 14, 2020 Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction of incorporation) (Commi

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 Infinity Energy Resou

Other Events, Financial Statements and Exhibits

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): April 23, 2020 (April 14, 2020) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction of in

IFNY / Infinity Energy Resources, Inc. NT 10-K - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: . . . . . 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. . . . . . . . 2.50 SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] F

IFNY / Infinity Energy Resources, Inc. / Hudson Bay Capital Management LP - IFNY 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Infinity Energy Resources, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45663L502 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Side-letter Termination Agreement dated November 23, 2019

Exhibit 10.70 November 23, 2019 Hudson Bay Master Fund, LP C/O George Antonopoulos 777 Third Avenue 30th Floor New York, NY 10017 [email protected] Ladies and Gentlemen: Reference is made to that certain Exchange Agreement (the “Agreement’), and the Side-Letter Agreement, both dated as of May 23, 2019, (the “Letter”), by and among Infinity Energy Resources, Inc. (the “Company”), a

Warrant Agreement dated November 23, 2019.

EXHIBIT 10.71 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAW

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): November 25, 2019 (November 23, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17204 20-3126427 (State or

IFNY / Infinity Energy Resources, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

Infinity Energy Resources Appoints Experienced Oil & Gas Industry Executive as Chief Operating Officer Company Assembling Team for its Exploration and Development Plan Including the Acquisition of 11,000 Leasehold acres in Central Kansas

EXHIBIT 99.1 Infinity Energy Resources Appoints Experienced Oil & Gas Industry Executive as Chief Operating Officer Company Assembling Team for its Exploration and Development Plan Including the Acquisition of 11,000 Leasehold acres in Central Kansas OVERLAND PARK, Kansas, September 30, 2019 — Infinity Energy Resources, Inc. (Pink Sheets: IFNY) (“Infinity” or the “Company”), an independent oil and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): October 2, 2019 (September 30, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or o

IFNY / Infinity Energy Resources, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RES

IFNY / Infinity Energy Resources, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number:.. 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. ...... 2.50 SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Pe

Exchange Agreement dated June 19, 2019 (19)

EXHIBIT 10.68 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 19th day of June, 2019, by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and INDIVIDUAL., an individual (“Holder”). WHEREAS, the Holder beneficially owns and holds the securities of the Company as set forth on Exhibit A hereto (the “Original Debt”) (capitalized terms not

Common Stock Purchase Warrant Agreement dated June 19, 2019 (19)

EXHIBIT 10.69 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAW

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8-k.htm 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 20, 2019 (June 19, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other ju

Exchange Agreement dated June 4, 2019 (18)

EXHIBIT 10.66 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 4th day of June, 2019, by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and Westpark Capital, Inc., a Colorado corporation (“Holder”). WHEREAS, the Holder beneficially owns and holds the securities of the Company as set forth on Exhibit A hereto (the “Original Warrant”) (

Common Stock Purchase Warrant Agreement dated June 4, 2019 (18)

EX-10.67 3 ex10-67.htm EXHIBIT 10.67 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICAB

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 6, 2019 (June 4, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other juri

Amendment No. 1 to Exchange Agreement, dated May 30, 2019 (17)

EXHIBIT 10.65 AMENDMENT NO. 1 TO EXCHANGE AGREEMENT This Amendment No. 1 to Exchange Agreement (this “Amendment”) is dated as of May 30, 2019 by and between Hudson Bay Master Fund Ltd., a company organized under the laws of the Cayman Islands (the “Holder”), and Infinity Energy Resources, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the res

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K/A 1 form8-ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 3, 2019 (May 24, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-31264

Side-letter Agreement dated May 23, 2019 (16)

EXHIBIT 10.64 [INFINITY ENERGY RESOURCES LETTERHEAD] May 23, 2019 Via Electronic Email Hudson Bay Master Fund Ltd. 777 Third Avenue, 30th Floor New York, NY 10017 Ladies and Gentlemen: Reference is made to that certain Exchange Agreement, dated as of even date herewith, (the “Agreement”), by and among Infinity Energy Resources, Inc. (the “Company”), and Hudson Bay Master Fund Ltd. (the “Purchaser”

Exchange Agreement dated May 23, 2019 (16)

EXHIBIT 10.63 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 23rd day of May, 2019, by and among Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and Hudson Bay Master Fund Ltd., a company organized under the laws of the Cayman Islands (the “Holder”). WHEREAS, the Holder beneficially owns and holds the securities of the Company as set forth on Exh

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): May 24, 2019 (May 23, 2019) Infinity Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-17204 20-3126427 (State or other jurisdiction of incorp

Subsidiaries of the Registrant

EX-21 2 ex21.htm EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT The Company has no subsidiaries.

IFNY / Infinity Energy Resources, Inc. 10-Q Quarterly Report

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-1720

IFNY / Infinity Energy Resources, Inc. (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 I

IFNY / Infinity Energy Resources, Inc.

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: . . . . . 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. . . . . . . . 2.50 SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 1

IFNY / Infinity Energy Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-

IFNY / Infinity Energy Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204

IFNY / Infinity Energy Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-1720

IFNY / Infinity Energy Resources, Inc. NT 10-Q

NT 10-Q 1 nt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number:.. 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. ...... 2.50 SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR

IFNY / Infinity Energy Resources, Inc. 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 I

IFNY / Infinity Energy Resources, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

IFNY / Infinity Energy Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

10-Q/A 1 form10-qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-1720

Quarterly Report -

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINIT

Infinity Energy Resources 0-Q

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing OMB Number 3235-0058 SEC File Number 001-09065 CUSIP Number (Checkone): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transitio

Termination of a Material Definitive Agreement

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): May 4, 2017 INFINITY ENERGY RESOURCES, INC. (Exact name of Registrant as Specified in its Charter) Delaware 0-17204 220-3126427 (State or other jurisdiction of (Commission (I.R.S. Emp

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 Infinity Energy Resou

8% Convertible Promissory Note and Common Stock Purchase Warrant dated November 8, 2016(15)

EX-10.62 2 ex10-62.htm EXHIBIT 10.62 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SE

Infinity Energy Resources 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: . . . . . 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. . . . . . . . 2.50 SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

Quarterly Report -

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY

Quarterly Report -

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-1720

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 Infinity Energy Resou

Infinity Energy Resources 0-K

NT 10-K 1 nt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-17204 CUSIP NUMBER 45663L502 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015. [ ] TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

Infinity Energy Resources 0-Q

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-09065 CUSIP Number (Checkone): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on

Infinity Energy Resources ESP

INFINITY ENERGY RESOURCES, INC. 11900 College Blvd., Suite 310 Overland Park, KS 66210 October 6, 2015 BY EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Larry Spirgel, Assistant Director Re: Request for Effectiveness for Infinity Energy Resources, Inc. Registration Statement on Form S-1 (File No. 333-205081)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): September 25, 2015 INFINITY ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 0-17204 20-3126427 (State or other jurisdiction (Commission (IRS Emp

Infinity Energy Resources ESP

INFINITY ENERGY RESOURCES, INC. 11900 College Blvd., Suite 310 Overland Park, KS 66210 September 21, 2015 BY EDGAR Mr. H. Roger Schwall Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Infinity Energy Resources, Inc. Registration Statement on Form S-1 Filed June 19, 2015 File No. 333-205081 Dear Mr. Schwall: In

-

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on September 21 , 2015 Registration No. 333-205081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFINITY ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 1391 220-3126427 (State

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RES

8% Convertible Promissory Note and Common Stock Purchase Warrant dated December 31, 2014 (13)

EX-10.56 2 ex10-56.htm EXHIBIT 10.56 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SE

Infinity Energy Resources ESP

INFINITY ENERGY RESOURCES, INC. 11900 College Blvd., Suite 310 Overland Park, KS 66210 August 12, 2015 BY EDGAR Mr. H. Roger Schwall Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Infinity Energy Resources, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 16, 2015 File No. 000-17204 Dear Mr. Schwal

8% Convertible Promissory Note and Common Stock Purchase Warrant dated November 19, 2014 (13)

EXHIBIT 10.57 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER

2015 Stock Option Plan (14)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] De

Infinity Energy Resources ESP

INFINITY ENERGY RESOURCES, INC. 11900 College Blvd., Suite 310 Overland Park, KS 66210 August 12, 2015 BY EDGAR Mr. H. Roger Schwall Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Infinity Energy Resources, Inc. Form 10-K Filed February 4, 2015 File No. 000-17204 Dear Mr. Schwall: Infinity Energy Resources, I

8% Convertible Promissory Note and Common Stock Purchase Warrant dated January 7, 2014(13)

EXHIBIT 10.58 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER

8% Convertible Promissory Note and Common Stock Purchase Warrant dated October 2, 2014(13)

EXHIBIT 10.59 AMENDMENT TO 8% CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT (the ?Amendment?) to the 8% Convertible Promissory Note (the ?Note?) issued to Robert M Hepting Trust (the ?Holder?) on April 14, 2014 by Infinity Energy Resources, Inc., a Delaware corporation (the ?Company?), is entered into by and between the Company and the Holder effective as of October 2, 2014. RECITALS WHEREAS, the par

8% Line-of-Credit Promissory Note and Common Stock Purchase Warrant dated October 23, 2014(13)

Exhibit 10.60 REVOLVING LINE OF CREDIT AGREEMENT This Revolving Line of Credit Agreement (the ?AGREEMENT?) is made and entered into in this 23rd day of October, 2014, by and between OZARK CAPITAL, LLC, a Missouri Limited Liability Company (?LENDER?), and INFINITY ENERGY RESOURCES, INC. Inc., a Delaware corporation (?BORROWER?). In consideration of the mutual covenants and agreements contained here

Annual Report -

10-K/A 1 form10-ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

Infinity Energy Resources 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

Infinity Energy Resources ESP

July 30, 2015 BY EDGAR Mr. H. Roger Schwall Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Infinity Energy Resources, Inc. Form 10-K Filed February 4, 2015 File No. 000-17204 Dear Mr. Schwall: The Company has reviewed your July 15, 2015 comment letter (the ?Comment Letter?) regarding the Form 10-K (the ?10-K?

Infinity Energy Resources 14A

PRE 14A 1 pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Ru

IFNY / Infinity Energy Resources, Inc. / Amegy Bank National Association /GFN - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Infinity Energy Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45663L403 (CUSIP Number) Thomas J. Press Amegy Bank National Association 4400 Post Oak Parkway Houston, Texas 77027 713-232-1761 (Name, Address and Tel

As filed with the Securities and Exchange Commission on June 19, 2015

As filed with the Securities and Exchange Commission on June 19, 2015 Registration No.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

Fourth Amendment to Common Stock Purchase Warrant, effective as of April 7, 2015 (12)

Exhibit 10.55 FOURTH AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS FOURTH AMENDMENT TO COMMON STOCK PURCHASE WARRANT (the ?Amendment?), effective as of April 7, 2015 (the ?Effective Date?), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the ?Company?) and SKM Partnership, Ltd, a Texas limited partnership (the ?Holder?). WHEREAS, the Company issued to Hold

Fourth Amendment to Promissory Note, effective as of April 7, 2015 (12)

EX-10.54 3 ex10-54.htm Exhibit 10.54 FOURTH AMENDMENT TO PROMISSORY NOTE THIS FOURTH AMENDMENT TO PROMISSORY NOTE (the “Amendment”), effective as of April 7, 2015 (the “Effective Date”), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd, a Texas limited partnership (the “Holder”). WHEREAS, the Company and the Holder are

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): May 8, 2015 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporat

Second Loan Extension Agreement Effective as of April 7, 2015 (12)

EX-10.53 2 ex10-53.htm Exhibit 10.53 SECOND LOAN EXTENSION AGREEMENT This Second Loan Extension Agreement (the “Agreement”), made effective April 7, 2015 (the “Extension Effective Date”), by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd., a Texas limited partnership (“Holder”). WITNESSETH: WHEREAS, on December 27, 2013, the Company obt

INFINITY ENERGY RESOURCES, INC. COMPLETES $12 MILLION PRIVATE PLACEMENT PLANS TO SEEK APPROVAL FROM NICARAGUAN GOVERNMENT FOR FIVE DRILLING SITES

EXHIBIT 99.1 For Immediate Release INFINITY ENERGY RESOURCES, INC. COMPLETES $12 MILLION PRIVATE PLACEMENT PLANS TO SEEK APPROVAL FROM NICARAGUAN GOVERNMENT FOR FIVE DRILLING SITES OVERLAND PARK, Kansas (May 8, 2015) ? Infinity Energy Resources, Inc. (OTCQB: IFNY) (?the Company?), an independent oil and gas exploration and development company, today announced that it has completed the private plac

Security and Pledge Agreement (11)

EXHIBIT 10.50 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of May 7, 2015 (this ?Agreement?), made by Infinity Energy Resources, Inc., a Delaware corporation, with offices located at 11900 College Blvd., Suite 310, Overland Park KS 66210 (the ?Company?), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a ?

Warrant (11)

EXHIBIT 10.49 EXHIBIT 10.49 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Registration Rights Agreement (11)

EX-10.47 3 ex10-47.htm EXHIBIT 10.47 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2015, is by and among Infinity Energy Resources, Inc., a Delaware corporation with offices located at 11900 College Blvd., Suite 310, Overland Park KS 66210 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITAL

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8k.htm 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): May 7, 2015 INFINITY ENERGY RESOURCES, INC. (Exact name of Registrant as Specified in its Charter) Delaware 0-17204 220-3126427 (State or other jurisdiction of (Commi

Form of Guaranty Agreement (11)

EX-10.52 8 ex10-52.htm EXHIBIT 10.52 GUARANTY This GUARANTY, dated as of , 20 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay Master Fund Ltd, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) fo

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): May 8, 2015 INFINITY ENERGY RESOURCES, INC. (Exact name of Registrant as Specified in its Charter) Delaware 0-17204 220-3126427 (State or other jurisdiction of (Comm

Senior Secured Convertible Note (11)

EX-10.48 4 ex10-48.htm EXHIBIT 10.48 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

Securities Purchase Agreement (11)

EX-10.46 2 ex10-46.htm EXHIBIT 10.46 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2015, is by and among Infinity Energy Resources, Inc., a Delaware corporation with offices located at 11900 College Blvd., Suite 310, Overland Park KS 66210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individual

Investor Note (11)

EX-10.51 7 ex10-51.htm EXHIBIT 10.51 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. PROMIS

Annual Report - FORM 10-K ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Or .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 Infinity Energy Resources

Changes in Registrant's Certifying Accountant

8-K/A 1 f8ka0203158kz.htm FORM 8-K/A AMENDED CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 16, 2015 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3

Las Vegas, NV Kansas City, MO Houston, TX New York, NY Washington DC Mumbai, India Athens, Greece San Francisco, CA Beijing, China Member ANTEA INTERNATIONAL with offices worldwide

EX-16.1 2 f8ka020315ex16z1.htm EXHIBIT 16.1 LETTER FROM L.L. BRADFORD & COMPANY, LLC EXHIBIT 16.1 February 3, 2015 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K/A dated February 3, 2015, of Infinity Energy Resources, Inc. and are in agreement with the statements in the paragraphs within that Item as they relate to o

913-469-5030 ● 10965 Granada Lane, Suite 201, Leawood KS 66211 ● www.llbradford.com

EX-16.1 2 f8k012015ex16z1.htm EXHIBIT 16.1 AUDITOR'S LETTER January 21, 2015 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated January 21, 2015, of Infinity Energy Resources, Inc. and are in agreement with the statements in the paragraphs within that Item as they relate to our firm. We have no basis to agree or di

Changes in Registrant's Certifying Accountant

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): January 16, 2015 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (Commiss

Quarterly Report - QUARTERLY REPORT

10-Q 1 form10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

Current Report

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): November 19, 2014 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (Commis

Revenue Sharing Agreement, dated May 17, 2014 (10)

Exhibit 10.44 REVENUE SHARING AGREEMENT This Revenue Sharing Agreement (“Agreement”) is made and entered into this 30th day of May, 2014 (the “Effective Date”) by and between Infinity Energy Resources, Inc., a Delaware corporation (hereinafter, the “Company”), and SKM Partnership, Ltd., a Texas limited partnership (hereinafter, the “Holder”). W I T N E S S E T H: WHEREAS, the Company and the Holde

Third Amendment to Common Stock Purchase Warrant, dated November 19, 2014 (10)

Exhibit 10.42 THIRD AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS THIRD AMENDMENT TO COMMON STOCK PURCHASE WARRANT (the “Amendment”), dated as of November 19, 2014 (the “Effective Date”), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd., a Texas limited partnership (the “Holder”). WHEREAS, the Company issued to Holde

First Amendment to Revenue Sharing Agreement, dated November 19, 2014 (10)

Exhibit 10.43 FIRST AMENDMENT TO THE REVENUE SHARING AGREEMENT THIS FIRST AMENDMENT TO THE REVENUE SHARING AGREEMENT (the “Amendment”), dated as of November 19, 2014 (the “Effective Date”), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd., a Texas limited partnership (the “Holder”). WHEREAS, effective May 30, 2014, the

Loan Extension Agreement, dated November 19, 2014 (10)

Exhibit 10.45 LOAN EXTENSION AGREEMENT This Loan Extension Agreement (the “Agreement”) is dated as of this 19th day of November, 2014 (the “Extension Effective Date”), by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd., a Texas limited partnership (“Holder”). Terms not otherwise defined herein shall have the meaning ascribed to such ter

Third Amendment to Promissory Note, dated November 19, 2014 (10)

Exhibit 10.41 THIRD AMENDMENT TO PROMISSORY NOTE THIS THIRD AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of November 19, 2014 (the “Effective Date”), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”) and SKM Partnership, Ltd., a Texas limited partnership (the “Holder”). WHEREAS, the Company and the Holder are parties to that certain

Annual Report -

10-K 1 form10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-17204 In

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2014 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction (Commission (IRS Employ

September 23, 2014

September 23, 2014 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: INFINITY ENERGY RESOURCES, INC. File No.: 0-17204 We have read the statements under Item 4.01 of the Current Report on Form 8-K/A to be filed with the Securities and Exchange Commission on September 23, 2014 regarding the change of auditors. We have not been contacted by the successor auditor

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): September 5, 2014 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction (Commission (IRS Employer

September 9, 2014

September 9, 2014 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: INFINITY ENERGY RESOURCES, INC. File No.: 0-17204 We have read the statements under Item 4.01 of the Current Report on Form 8-K to be filed with the Securities and Exchange Commission on September 9, 2014 regarding the change of auditors. We agree with all statements pertaining to us. We have

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

FORM 8-K 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): May 11, 2014 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (Co

- NT 10-K

NT 10-K 1 form12b-25.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

FORM 8-K 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 7, 2014 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (C

8% Note, dated December 27, 2013 (9)

Exhibit 10.1 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 27, 2013 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction (Commission (IRS Employer

Common Stock Purchase Warrant (1,000,000 shares), dated December 27, 2013 (9)

Exhibit 10.2 This warrant and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Company the regi

IFNY / Infinity Energy Resources, Inc. / Amegy Bank National Association /GFN - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d647768dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Infinity Energy Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45663L403 (CUSIP Number) Thomas J. Press Amegy Bank National Association 4400 Post Oak Parkway Hous

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT 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): December 13, 2013 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisd

INFINITY ENERGY RESOURCES, INC. AMEGY BANK NATIONAL ASSOCIATION STOCK EXCHANGE AGREEMENT

Exhibit 99.1 Exhibit 99.1 INFINITY ENERGY RESOURCES, INC. AMEGY BANK NATIONAL ASSOCIATION STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is made as of the 13th day of December 2013 by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and Amegy Bank National Association, a national banking association (“Amegy”). RECITAL Whereas, the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission Fil

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERG

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RES

Quarterly Report -

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-17204 INFINITY ENERGY RE

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NT 10-Q 1 form12b-25.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transiti

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - ANNUAL REPORT

Form 8-K 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): April 29, 2013 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (

April 29, 2013

EX-16.1 2 ex16-1.htm EXHIBIT 16.1 April 29, 2013 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7561 Re: Infinity Energy Resources, Inc. Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 24, 2013, to be filed by our former client, Infinity Energy Resources, Inc. We agree with the state

Financial Statements and Exhibits

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): April 26, 2013 INFINITY ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17204 20-3126427 (State or other Jurisdiction of Incorporation) (Commissio