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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):(July 21, 2025)

 

 

COJAX OIL AND GAS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Virginia  333-257331   46-1892622
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

 

4830 Line Ave., #152

Shreveport, LA 71106

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: 318-465-1302

 

 

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 (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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On July 21, 2025, CoJax Oil and Gas Corporation (the “Company”) made available a corporate presentation (the “Presentation”) providing an overview of the Company’s strategic developments, operations, and investor outlook. A copy of the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing with the SEC, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
99.1 CoJax Oil and Gas Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

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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 hereunto duly authorized.

 

    COJAX OIL AND GAS CORPORATION
     
Date: July 21, 2025 By: /s/ William R. Downs
    William R. Downs
    Chief Executive Officer

  

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Exhibit 99.1

 

 

Investor Presentation | 2025 APUBLICLY-TRADEDENERGYCOMPANY FOCUSEDONACQUIRINGEXISTING ONSHOREOILANDGAS FIELDS INTHEUPPERGULFCOASTREGION OTCID.CJAX Investing in American Energy Independence1

 

 

 

 

 

COJAXTODAY All data on this slide is current as of July 1, 2025. Share Price: $3.10 Stock Ticker: OTCID.CJAX SEC-Reporting: 7 Years MarketCap: $33.0MM Shares Outstanding: 14,290,4212

 

 

 

 

 

 

We acquire overlooked oil fields and turn them into producing assets What We Acquire How We Add Value Underperforming wells Produce new zones Existing infrastructure Improve efficiencies Overlooked pay zones Put on production Under-capitalized properties Fund wellwork & equipment Proven reserves Apply engineering & geoscience

 

 

 

 

 

 

We acquire overlooked oil fields and turn them into producing assets What We Acquire How We Add Value Underperforming wells Produce new zones Existing infrastructure Improve efficiencies Overlooked pay zones Put on production Under-capitalized properties Fund wellwork & equipment Proven reserves Apply engineering & geoscience

 

 

 

 

 

 

Our Acquisitions are expected to produce over 900 barrels per day High impact project 5

 

 

 

 

 

 

 

Our reserves are estimated by a top-tier SEC-compIiant auditor *See Audited Proved Reserves in Appendix ** CoJax planstoacquireanddevelopadditionalpropertiesthat arenotincludedinthe current proforma. At the end of 2024, CoJax held 1.4 million barrels of oil equivalent in proved reserves—76% oil-weighted. Following third-party analysis by a top-tier SEC- compliant firm, our proved reserves grew 776% year- over-year. Importantly, 89% of these barrels are proved but not yet producing. These proved reserves passed SEC compliance technicalandeconomicrequirements.* "This capital raise is designed to bring these reserves onproduction and deliver outsized returns to shareholders.**6

 

 

 

 

 

 

 

Our five-year proforma* forecasts capital efficiency and sustained growth over time Recoverable Reserves 1.04MM barrels equivalent Forecasted Net Revenue $56.4 million Strong Net Income 50% of Revenue Significant Cash Flow $28.4 MM * See five-year proforma in Appendix7

 

 

 

 

 

 

We are pursuing an uplist to NYSE American through major Earnings Growth On-time SEC Filings Production Growth Uplist Readiness NYSE American INVEST NOW BEFOREEXPOSUREINCREASES CapitalRaise Investor Relations8

 

 

 

 

 

 

WHY COJAX? Lean team, tight control Effective decision-making, complementary skills and experience. Investors fund field development, not redundant management. Strategic oversight, Localoperators. A non-operating majority owner partnering with skilled, local field operatorsfor economies of scale. We control the development plan, capital allocation, and timelines. Equity-first growth All assets acquired to date were purchased without debt This approach increases free cash flow for reinvestment toward sustainable production growth. THE COMPANY IS POSITIONED FOR GROWTH NOW!

 

 

 

 

 

 

Our leadership team brings decades of oilfield, M&A, and capital markets expertise 10 Will Downs, Chairman &CEO 43 years in public and private E&P, A&D, and service sectors Liberty Operating Company Comprehensive field operations management production, workovers and drilling Jeff Guzy, Founder & CFO 20+ years in public company operations, M&A, and board leadership Corporate Leadership Strategic Partners John Young, Petroleum Reservoir Engineer 40+ years specializing in reserve analysis and field development

 

 

 

 

 

 

With world-class auditing and financials teams that keep us compliant and trusted RSM Global Accountants and Audit Prep M&K CPAs LLC Auditors Crone Law Group Legal11

 

 

 

 

 

 

Five-year proforma, current porfolio 18 * Includes G&A Eff. 7/1/25 using 6/6/2025 NYMEX Settlement Prices for WTI oil and Henry Hub natural gas. 12

 

 

 

 

 

 

Audited Proved ReservesReserve Category Field Oil (MBO) Gas (MMCF) Total (MBOE) Net Devel. CAPEX PV1O% (SMM) PDP Greens Creek 87 - 87 0.0 3.2 Liberty 12 - 12 0.0 0.1 Pine Grove 40 - 40 0.0 0.7 Non-Operated 23 - 23 0.0 0.3 Total PDP 162 - 162 0.0 4.3 PDNP Green Creek 5 - 5 0.2 1.6 Pine Grove 400 861 544 2.0 13.2 Total PDNP 406 861 549 2.2 14.7 PUD Pine Grove 528 1,243 735 9.9 1.4 Abandon All - - - 0.9 -0.2 Total Proved 1,095 2,104 1,446 13.0 29.3

 

 

 

 

 

 

Your investment will increase energy production through low-risk initiatives 14 Installing artificial lift Completing overlooked pay zones Land ownership “held by production” No drilling obligations Return existing wells to production Project Fundamental s Growth Impact 960 B O E P D* forecasted new production *BOEPD = Barrels of Oil Equivalent Per Day Over 1,000% increase in production rate in 12 months 700+ BOEPD* net to CoJax

 

 

 

 

 

Consider an investment in COJAX at a discount to our trading price Capital Raise, accredited investors Deploy capital into Project Execution Engage Wall Street Investment Banker Second Round Capital Raise Apply to NYSE:AMEX in parallel Execute IPO Stock Listed and tradeable A Clear Path to Uplist15

 

 

 

 

 

 

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

 

Forward Looking Statements: This presentation may include forward-looking statements, including projections, estimates, and other statements regarding future performance or market opportunity. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially.

 

This is not an offer to sell or a solicitation of an offer to buy securities. Any offer will be made only through the Offering Circular available on the funding platform hosting the CoJax Oil & Gas Regulation A+ offering. Prospective investors should carefully read the Offering Circular, which includes important information about the company, the offering terms, and associated risks. Past performance is not indicative of future results. No assurance can be given that the company will complete an uplisting, meet performance forecasts, or achieve stated goals.

 

Disclaimers

 

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