GULFSLOPE ENERGY, INC.
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(Name of Issuer)
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Common Stock, $0.001 par value (the “Common Stock”)
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(Title of Class of Securities)
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40273W105
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(CUSIP Number)
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Leora Pratt Levin
Delek Group Ltd.
19 Abba Eban Blvd. P.O.B. 2054
Herzliya 4612001, Israel
Tel: (+972 9) 8638492
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 4, 2019
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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SHARON ITSHAK
|
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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238,095,238*
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||
238,095,238*
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
238,095,238*
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%**
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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* |
Consists of 238,095,238 shares of common stock, $0.001 par value (the “Common Stock”), of GulfSlope Energy, Inc. (the “Issuer”) held of record by Delek GOM
Investments, LLC (“Delek GOM Investments”). See Item 2 of the Schedule 13D for information on the reporting person’s indirect beneficial ownership of the shares of Common Stock.
|
** |
This percentage is calculated based on (i) information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on February 14, 2019, according to which there were 851,338,272 shares of Common Stock outstanding as of February 13, 2019, (ii) 138,095,238 shares of Common Stock beneficially owned by the reporting person pursuant to the
exercise of the Warrant No. 1 (as defined below) by Delek GOM Investments on March 5, 2019 and (iii) 100,000,000 shares of Common Stock beneficially owned by the reporting person pursuant to the exercise of the Warrant No. 2 (as
defined below) by Delek GOM Investments on March 6, 2019.
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1
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NAMES OF REPORTING PERSONS
|
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|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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DELEK GROUP LTD.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐
|
||||
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|
||||
3
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SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
|
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|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
|
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|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
238,095,238*
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|
|
|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.9%**
|
|
|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
CO
|
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|||
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* |
Consists of 238,095,238 shares of Common Stock held of record by Delek GOM Investments. See Item 2 of the Schedule 13D for information on the
reporting person’s indirect beneficial ownership of the shares of Common Stock.
|
** |
This percentage is calculated based on (i) information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on February 14, 2019, according to which there were 851,338,272 shares of Common Stock outstanding as of February 13, 2019, (ii) 138,095,238 shares of Common Stock beneficially owned by the reporting person
pursuant to the exercise of the Warrant No. 1 by Delek GOM Investments on March 5, 2019 and (iii) 100,000,000 shares of Common Stock beneficially owned by the reporting person pursuant to the exercise of the Warrant No. 2 by Delek
GOM Investments on March 6, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
DKL INVESTMENTS LIMITED
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey (Channel Islands)
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.9%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of 238,095,238 shares of Common Stock held of record by Delek GOM Investments. See Item 2 of the Schedule 13D for information on
the reporting person’s indirect beneficial ownership of the shares of Common Stock.
|
** |
This percentage is calculated based on (i) information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on February 14, 2019, according to which there were 851,338,272 shares of Common Stock outstanding as of February 13, 2019, (ii) 138,095,238 shares of Common Stock beneficially owned by the reporting person
pursuant to the exercise of the Warrant No. 1 by Delek GOM Investments on March 5, 2019 and (iii) 100,000,000 shares of Common Stock beneficially owned by the reporting person pursuant to the exercise of the Warrant No. 2 by Delek
GOM Investments on March 6, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
DELEK GOM HOLDINGS, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.9%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Consists of 238,095,238 shares of Common Stock held of record by Delek GOM Investments. See Item 2 of the Schedule 13D for information
on the reporting person’s indirect beneficial ownership of the shares of Common Stock.
|
** |
This percentage is calculated based on (i) information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on February 14, 2019, according to which there were 851,338,272 shares of Common Stock outstanding as of February 13, 2019, (ii) 138,095,238 shares of Common Stock beneficially owned by the
reporting person pursuant to the exercise of the Warrant No. 1 by Delek GOM Investments on March 5, 2019 and (iii) 100,000,000 shares of Common Stock beneficially owned by the reporting person pursuant to the exercise of the
Warrant No. 2 by Delek GOM Investments on March 6, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
DELEK GOM INVESTMENTS, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
238,095,238*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.9%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Consists of 238,095,238 shares of Common Stock held of record by the reporting person. See Item 2 of the Schedule 13D for information
on the reporting person’s indirect beneficial ownership of the shares of Common Stock.
|
** |
This percentage is calculated based on (i) information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on February 14, 2019, according to which there were 851,338,272 shares of Common Stock outstanding as of February 13, 2019, (ii) 138,095,238 shares of Common Stock beneficially owned by the
reporting person pursuant to the exercise of the Warrant No. 1 by the reporting person on March 5, 2019 and (iii) 100,000,000 shares of Common Stock beneficially owned by the reporting person pursuant to the exercise of the
Warrant No. 2 by the reporting person on March 6, 2019.
|
a. |
Aggregate number and percentage of securities.
|
b. |
Power to vote and dispose. See items 7
through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and
sole or shared power to dispose or to direct the disposition.
|
c. |
Transactions within the past 60 days. Except
for the information set forth herein, including in Items 3, 4 and 6, which is incorporated herein by reference, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.
|
d. |
Certain rights of other persons. Not
applicable.
|
e. |
Date ceased to be a 5% owner. Not applicable.
|
Exhibit 7.1
|
Participation Agreement, dated January 8, 2018 by and among the Issuer, Texas South Energy, Inc. and Delek GOM Investments, LLC
(incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Issuer filed on January 12, 2018).
|
|
Exhibit 7.2
|
|
Term Loan Agreement by and between the Issuer and Delek GOM Investments, LLC, dated as of March 1, 2019 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed on March 7, 2019).
|
|
|
|
Exhibit 7.3
|
|
Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed on March 7,
2019).
|
Exhibit 99.1
|
|
Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons.
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DELEK GROUP LTD.
|
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|||
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|||
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|
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/s/ Leora Pratt Levin
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By:
|
Leora Pratt Levin
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Its:
|
Authorized Person
|
|
|
|
|
|||
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Name
|
Title
|
Asaf Bartfeld
|
President and Chief Executive Officer
|
Idan Wallace
|
Deputy CEO
|
Barak Mashraki
|
Executive VP and CFO
|
Leora Pratt Levin
|
Executive VP and Chief Legal Counsel
|
Yossi Barnea
|
Chief Investment Officer
|
Ido Adar
|
Treasurer
|
Niv Sarne
|
Head of Energy, Business Development & M&A
|
Adv. Boaz M. Schnitzer
|
Head of Global Taxation & Structuring
|
Itzhak Sharon Tshuva
|
Director
|
Gabriel Last
|
Director
|
Roni Ron Milo
|
Director
|
Abraham Harel
|
Director
|
Carmit Elroy
|
Director
|
Yehudit Teitelman Zeidenberg
|
Director
|
Exhibit 7.1
|
Participation Agreement, dated January 8, 2018 by and among the Issuer, Texas South Energy, Inc. and Delek GOM Investments, LLC
(incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Issuer filed on January 12, 2018).
|
|
Exhibit 7.2
|
|
Term Loan Agreement by and between the Issuer and Delek GOM Investments, LLC, dated as of March 1, 2019 (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K of the Issuer filed on March 7, 2019).
|
|
|
|
Exhibit 7.3
|
|
Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of the Issuer filed on March 7,
2019).
|
Exhibit 99.1
|
|
Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons.
|
ITSHAK SHARON (TSHUVA)
|
|
||
|
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|
|
/s/ Itshak Sharon (Tshuva)
|
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|
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By: Itshak Sharon (Tshuva)
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||
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DELEK GROUP LTD.
|
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/s/ Leora Pratt Levin
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By: Leora Pratt Levin
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Its: Authorized Person
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DKL INVESTMENTS LIMITED
|
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||
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/s/ Stephanie Marriott
|
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|
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By: Stephanie Marriott
|
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Its: Director
|
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DELEK GOM HOLDINGS, LLC
|
|
||
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/s/ Leora Pratt Levin
|
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By: Leora Pratt Levin
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Its: Authorized Person
|
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DELEK GOM INVESTMENTS, LLC
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||
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/s/ Leora Pratt Levin
|
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By: Leora Pratt Levin
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Its: Authorized Person
|
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