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 6, 2005
PYR Energy Corporation
---------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 001-15511 95-4580642
-------- --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1675 Broadway, Suite 2450, Denver, Colorado 80202
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-3748
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
PYR Energy Corporation (the "Company") is conducting a private offering
(the "Private Offering") of a maximum aggregate of 6,328,000 shares (the
"Shares") of the Company's common stock to certain investors. The issuance of
the Shares is exempt pursuant to provisions of the Securities Exchange Act of
1933, as amended (the "Act"), provided by Rule 506 of Regulation D of the Act
and Sections 4(2) and 4(6) thereunder and is being made only to "accredited
investors" as that term is defined under the Act. Pursuant to the terms of the
Private Offering, the Company agreed to file, no later than 75 days after the
date of the acceptance by the Company of the first subscription to purchase
Shares in the Private Offering, a registration statement with the Securities and
Exchange Commission to register the resell or other transfer of the Shares by
the purchasers under the Act.
As more fully described in the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 5, 2005, the Company had
sold an aggregate of 4,650,000 Shares pursuant to the Private Offering as of
October 3, 2005. Beginning October 6, 2005 and as of the date of this Current
Report, the Company has sold an additional 725,000 Shares at a price per Share
of $1.30 to a total of 6 accredited investors for a total aggregate purchase
price of $942,500. These purchasers are entitled to the registration rights
described above.
The Company is currently obligated to pay commissions in the form of
$14,625 and 7,500 warrants to a broker dealer in connection with the Private
Offering. The warrants and commissions are payable only with respect to sales
made on or after October 6, 2005.
There is no minimum amount of funds that must be raised pursuant to the
Private Offering before the Company may use the proceeds raised. The Company
anticipates that the proceeds from the Private Offering will be used for oil and
gas exploration, development and acquisition activities including drilling both
exploration and development prospects, possible shooting and/or acquisition of
seismic data, and possible acquisition of undeveloped and/or development acreage
and working capital.
SIGNATURES
----------
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: October 13, 2005 PYR ENERGY CORPORATION
By: /s/ D. Scott Singdahlsen
----------------------------
D. Scott Singdahlsen
Chief Executive Officer and
President