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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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CUSIP No. 40273W105
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1.
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Names of Reporting Persons
SHARON ITSHAK |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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□
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(b)
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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)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Israel |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
294,018,459* |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
294,018,459* |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
294,018,459* |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%** |
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14.
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Type of Reporting Person (See Instructions)
IN |
CUSIP No. 40273W105
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1.
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Names of Reporting Persons
DELEK GROUP LTD. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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□ | |
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(b)
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Israel |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
294,018,459* |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
294,018,459* |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
294,018,459* |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%** |
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14.
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Type of Reporting Person (See Instructions)
CO |
CUSIP No. 40273W105
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1.
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Names of Reporting Persons
DKL INVESTMENTS LIMITED
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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□
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(b)
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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)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Jersey (Channel Islands) |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
294,018,459* |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
294,018,459* |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
294,018,459* |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%** |
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14.
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Type of Reporting Person (See Instructions)
CO |
CUSIP No. 40273W105
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1.
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Names of Reporting Persons
DELEK GOM HOLDINGS, LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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□
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(b)
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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)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
294,018,459* |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
294,018,459* |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
294,018,459* |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%** |
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14.
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. 40273W105
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1.
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Names of Reporting Persons
DELEK GOM INVESTMENTS, LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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□ | |
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(b)
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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)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
294,018,459* |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
294,018,459* |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
294,018,459* |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%** |
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14.
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Type of Reporting Person (See Instructions)
OO |
a.
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Aggregate number and percentage of securities.
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b.
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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.
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c.
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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, nor, to the
knowledge of the Reporting Persons, the Covered Persons has effected any transaction related to the Common Stock during the past 60 days.
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d.
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Certain rights of other persons. Not applicable.
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e.
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Date ceased to be a 5% owner. Not applicable.
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Exhibit 7.1
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Participation Agreement, dated January 1, 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).
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Exhibit 7.2
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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).
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Exhibit 7.3
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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).
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Exhibit 7.4
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Registration Rights Agreement, dated March 25, 2019, between the Issuer and Delek GOM Investments, LLC (incorporated by reference to Exhibit 7.4 to Amendment No. 1 to Schedule 13D of the Reporting Persons filed on March 27, 2019).
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Exhibit 7.5
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Convertible Debenture, dated October 22, 2019 (incorporated by reference to Exhibit 7.5 to Amendment No. 2 to Schedule 13D of the Reporting Persons filed on October 25, 2019).
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Exhibit 7.6
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Letter Agreement, dated as of October 1, 2020, between the Issuer and Delek GOM Investments, LLC.
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Exhibit 99.1
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Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D of the Reporting Persons filed on March 7, 2019).
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SHARON ITSHAK
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/s/ Sharon Itshak
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By:
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Sharon Itshak
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DELEK GROUP LTD.
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/s/ Leora Pratt Levin
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By:
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Leora Pratt Levin
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Its:
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Authorized Person
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DKL INVESTMENTS LIMITED
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/s/ Gilad Mayerson
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By:
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Gilad Mayerson
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Its:
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Authorized Person
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DELEK GOM HOLDINGS, LLC
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/s/ Leora Pratt Levin
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By:
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Leora Pratt Levin
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Its:
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Authorized Person
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DELEK GOM INVESTMENTS, LLC
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/s/ Leora Pratt Levin
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By:
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Leora Pratt Levin
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Its:
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Authorized Person
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Name
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Title
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Idan Wallace
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CEO
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Barak Mashraki
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Executive VP
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Tamir Polikar
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Executive VP and CFO
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Leora Pratt Levin
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Executive VP and Chief Legal Counsel
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Yossi Barnea
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Chief Investment Officer
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Ido Adar
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Treasurer
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Niv Sarne
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Head of Energy, Business Development & M&A
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Adv. Boaz M. Schnitzer
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Head of Global Taxation & Structuring
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Itzhak Sharon Tshuva
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Director
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Gabriel Last
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Director
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Roni Ron Milo
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Director
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Ehud Erez
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Director
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Carmit Elroy
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Director
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Ruth Dahan Portnoy
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Director
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Shimon Doron
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Director
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Exhibit 7.1
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Participation Agreement, dated January 1, 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).
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Exhibit 7.2
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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).
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Exhibit 7.3
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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).
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Exhibit 7.4
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Registration Rights Agreement, dated March 25, 2019, between the Issuer and Delek GOM Investments, LLC (incorporated by reference to Exhibit 7.4 to Amendment No. 1 to Schedule 13D of the Reporting Persons filed on March 27, 2019).
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Exhibit 7.5
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Convertible Debenture, dated October 22, 2019 (incorporated by reference to Exhibit 7.5 to Amendment No. 2 to Schedule 13D of the Reporting Persons filed on October 25, 2019).
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Exhibit 7.6
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Letter Agreement, dated as of October 1, 2020, between the Issuer and Delek GOM Investments, LLC.
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Exhibit 99.1
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Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D of the Reporting Persons filed on March 7, 2019).
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GulfSlope Energy, Inc.
1331 Lamar Street, Suite 1665
281.918.4100
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Exhibit 7.6
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Delek Group, Ltd.
19 Abba Eban Blvd. POB 2054
Herzlia 4612001, Israel
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Telephone:
Attention: |
(281) 918-4103
Leora Pratt Levin
Niv Sarne
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Re:
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Convertible Debenture issued by GulfSlope Energy, Inc., a Delaware corporation (“GulfSlope”), to Delek GOM Investments, LLC, a Delaware limited liability company
(“Delek”), on October 17, 2019, in the original principal amount of $1,220,548 (“Debenture”)
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Principal Amount
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$1,220,548
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Accrued and unpaid Interest
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$129,211
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Loan Payoff Amount
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$1,349,759
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Cash Payment Amount
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$1,220,548
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Shares of Common Stock
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17,500,000
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Leora Pratt Levin
VP & General Counsel
Delek Group Ltd
19, Abba Eban blvd. P.O.B 2054
Herzliya 4612001
Israel
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If to GulfSlope, to:
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GulfSlope Energy, Inc.
1331 Lamar St., Suite 1665
Houston, Texas 77010
Telephone: (281) 918-4103
Attention: John Malanga
E-Mail: john.malanga@gulfslope.com
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If to Delek:
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Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
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With Copy to:
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Leora Pratt Levin
VP & General Counsel
Delek Group Ltd
19, Abba Eban blvd. P.O.B 2054
Herzliya 4612001, Israel
Tel: (+972 9) 8638492
Fax: (+972 9) 8854955
E-mail: leorapl@delek-group.com
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DELEK GOM INVESTMENTS, LLC,
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GULFSLOPE ENERGY, INC
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By:
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/s/ Leora Pratt Levin |
By:
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/s/ John H. Malanga | |
Name:
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Leora Pratt Levin
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Name:
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John H. Malanga
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Title:
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Authorized Person
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Title:
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CFO
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