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: June 1, 2012
 
GulfSlope Energy, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51638
16-1689008
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
3984 Washington Blvd. #342
Fremont, CA 94538
 (Address of principal executive offices and Zip Code)
 
Registrant's telephone number, including area code: (415) 800-4344
 
N/A
(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 CFR240.14d-2(b))
 
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
 
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
 
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 
 
 

 
Item 1.01 Entry into a Material Definitive Agreement

On June 1, 2012, GulfSlope Energy, Inc. (the “Company”) accepted subscriptions from investors in a private placement described under Item 3.02 below, and an initial closing for the placement was held. The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities

On June 1, 2012, the Company held an initial closing in connection with a private placement of its common stock.  At the initial closing, the Company issued 16,500,000 shares of its common stock (the “Shares”) at a price of $0.01 per share, receiving gross proceeds of $165,000. The Company intends to use the net proceeds of the placement for general corporate purposes. A copy of the form of subscription agreement relating to the sale of the Shares in the placement is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

The offer and sale of the Shares described above were made without registration under the Securities Act of 1933, as amended (the “Act”), and the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D under the Act and in reliance on similar exemptions under applicable state laws. The sale of the Shares did not involve any public offering; each investor made representations regarding its investment intent, experience and sophistication; each investor either received or had access to adequate information about us in order to make an informed investment decision.  Having received representations to this effect, we believe that each investor is an “accredited investor” as that term is defined under Rule 501(a) of Regulation D; and no advertising or general solicitation was made in connection with the sale and issuance of the Company’s common stock.

This Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.  No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful

Item 9.01  Financial Statements and Exhibits

(c)           Exhibits

The following exhibits are to be filed as part of this Form 8-K:

EXHIBIT NO.
IDENTIFICATION OF EXHIBIT
   
10.1
Form of Subscription Agreement

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:  June 6, 2012
 
 
GULFSLOPE ENERGY, INC.
   
 
By:
/S/ John Preftokis
   
John Preftokis, President

 
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