--- schema_version: "secwatch.filing_event.v1" accession: "0001079973-24-000028" form_type: "8-K" ticker: null cik: "0000700764" company_name: "VICTORY CLEAN ENERGY, INC." filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:37:18.763093+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Victory Oilfield Tech completes H2 Energy Group merger; new leadership, $4M financing ## Summary - Merger closed Jan 1, 2024; H2EG stockholders issued 418,822,708 shares, owning 81% of Victory. - New board: Christopher Headrick (Chair), James McGinley (CEO/President), Neil Goulden, Kevin DeLeon remain. - $4M preferred equity financing with Flagstaff International: 67,797 Series E shares, $250K monthly installments starting Feb 2024. - Authorized common shares (300M) insufficient; prefunded warrants issued for excess, exercisable only after share increase. - Former CEO Kevin DeLeon resigns as CEO, President, and Principal Financial Officer; stays on board. ## SEC filing metadata - accession: 0001079973-24-000028 - form_type: 8-K - cik: 0000700764 - company_name: VICTORY CLEAN ENERGY, INC. - filed_at: 2024-01-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/vyey_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001079973-24-000028 - JSON: https://secwatch.observer/filing/0001079973-24-000028.json - Plain text: https://secwatch.observer/filing/0001079973-24-000028.txt ## Key facts - Executive change Ricardo A. Salas resigned as Director at VICTORY CLEAN ENERGY, INC.. - Action: resigned - Role: Director source text: Ronald W. Zamber, Robert Grenley and Ricardo A. Salas have resigned from our Board evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Kevin DeLeon resigned as Chief Executive Officer, President, and Principal Financial and Accounting Officer at VICTORY CLEAN ENERGY, INC.. - Action: resigned - Role: Chief Executive Officer, President, and Principal Financial and Accounting Officer source text: Kevin DeLeon has resigned as our Chief Executive Officer, President, and Principal Financial and Accounting Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Neil Goulden was appointed as Chief Administrative Officer, Treasurer, Secretary, and Director at VICTORY CLEAN ENERGY, INC.. - Action: appointed - Role: Chief Administrative Officer, Treasurer, Secretary, and Director source text: Christopher Headrick, James McGinley, Neil Goulden have been appointed to our Board (with Mr. Headrick appointed as the Chairman of the Board). evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Don Turner was appointed as Chief Operating Officer at VICTORY CLEAN ENERGY, INC.. - Action: appointed - Role: Chief Operating Officer source text: Don Turner 67 Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Christopher Headrick was appointed as Executive Chairman at VICTORY CLEAN ENERGY, INC.. - Action: appointed - Role: Executive Chairman source text: Christopher Headrick, James McGinley, Neil Goulden have been appointed to our Board (with Mr. Headrick appointed as the Chairman of the Board). evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Robert Grenley resigned as Director at VICTORY CLEAN ENERGY, INC.. - Action: resigned - Role: Director source text: Ronald W. Zamber, Robert Grenley and Ricardo A. Salas have resigned from our Board evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Paul Powers was appointed as Chief Development Officer at VICTORY CLEAN ENERGY, INC.. - Action: appointed - Role: Chief Development Officer source text: Paul Powers 64 Chief Development Officer evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change Ronald W. Zamber resigned as Director at VICTORY CLEAN ENERGY, INC.. - Action: resigned - Role: Director source text: Ronald W. Zamber, Robert Grenley and Ricardo A. Salas have resigned from our Board evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Executive change James McGinley was appointed as Chief Executive Officer, President, and Director at VICTORY CLEAN ENERGY, INC.. - Action: appointed - Role: Chief Executive Officer, President, and Director source text: Christopher Headrick, James McGinley, Neil Goulden have been appointed to our Board (with Mr. Headrick appointed as the Chairman of the Board). evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - M&A Transactions VICTORY CLEAN ENERGY, INC. underwent a change of control involving H2 Energy Group Inc. for 81% of Victory’s issued and outstanding Common Stock (closed 2024-01-01). - Action: change of control - Counterparty: H2 Energy Group Inc. - Consideration: 81% of Victory’s issued and outstanding Common Stock - Closing: 2024-01-01 source text: shares of Victory Common Stock will be issued after an amendment to Victory’s articles of incorporation increasing the Authorization Limit. The H2EG Stockholders will own 81% of Victory’s issued and outstanding Common Stock immediately upon Closing. As contemplated in the Merger Agreement, VPEG Note holder will convert the VPEG Note at the Effective evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - M&A Transactions VICTORY CLEAN ENERGY, INC. completed an acquisition involving H2 Energy Group Inc. for 418,822,708 shares of Victory’s Common Stock (closed 2024-01-01). - Action: acquisition - Counterparty: H2 Energy Group Inc. - Consideration: 418,822,708 shares of Victory’s Common Stock - Closing: 2024-01-01 source text: Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right to receive 418,822,708 shares of Victory’s Common Stock (“Victory Common Stock”), of which: (i) 243,000,000 shares of Victory Common Stock were issued upon the Closing, and; (i) 175,822,708 shares of evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm - Material Agreements VICTORY CLEAN ENERGY, INC. entered into Securities Purchase Agreement with Flagstaff International, LLC valued at Four Million Dollars ($4,000,0000) (effective 2023-12-28). - Action: entry - Agreement: equity purchase - Counterparty: Flagstaff International, LLC - Value: Four Million Dollars ($4,000,0000) - Effective: 2023-12-28 source text: the Company shall sell to Investor, and Investor shall purchase from the Company, 67,797 shares of Series E Preferred Stock (the "Purchased Series E Preferred Stock") for an aggregate purchase price of Four Million Dollars ($4,000,0000) evidence_url: https://www.sec.gov/Archives/edgar/data/700764/000107997324000028/0001079973-24-000028-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.