8-K 1 f8k20140327.htm 8K 20140327 Converted by EDGARwiz







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 26, 2014



XUN ENERGY, INC.(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)



12759 NE Whitaker Way, #C453

Portland, Oregon  97230

(Address of principal executive offices; zip code)

Registrants telephone number, including area code:  (775) 200-0505

Not applicable.(Former name or former address, if changed since last report):


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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


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


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


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

Section 1- Other Events

Item 8.01 Other Events.

On March 26, 2014, the Securities and Exchange Commission (the SEC) declared the Registration Statement on Form S-1 (the Registration Statement) of Xun Energy, Inc., (the Company), filed on February 4, 2014, effective. The Registration Statement registers for sale 37,414,967 shares of the Companys common stock pursuant to an amended and restated reserve equity financing agreement (the Financing Agreement) previously issued or to be issued to AGS Capital Group, LLC (AGS). Pursuant to the Financing Agreement, the Company has the right, but not the obligation, to issue $15,000,000 of the Companys common stock to AGS over the next 3 years. The Company has full control and discretion over the timing and amount of any shares that they sell to AGS when the Exercise Market Price, as defined in the Financing Agreement, is $0.50 or higher per share. For each advance, the Company may issue an amount of stock up to $250,000. Such advance will not exceed more than 200% of the average daily trading volume for the previous 10 trading days. The purchase price of the shares shall be set at ninety percent (90%) of the average of the three (3) lowest closing bid prices of the stock during the ten (10) consecutive weekday trading days (the Pricing Period) immediately after the date on which the Company provides an advance notice. The Company, at its option, may select a safety net price for any specified advance which the Company will not sell shares to AGS under that advance when the Purchase Price (Market Price less 10% discount) falls below such safety net price during the Pricing Period. The Company issued 4,081,633 shares of common stock as a commitment fee deposit towards the commitment fee of $40,000 to be deducted from the first advance.

For a more detailed description of the Registration Statement and the Financing Agreement, you should review the Form S-1 filed with the SEC on February 4, 2014 at www.sec.gov.

Item 9.01 Financial Statements and Exhibits

    (d) Exhibits:


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  

Date: March 27, 2014


/s/ Jerry G. Mikolajczyk

By: Jerry G. Mikolajczyk

Title: President/CEO