VYEY / Victory Oilfield Tech, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

SETTLEMENT and RELEASE AGREEMENT

Exhibit 10.1 SETTLEMENT and RELEASE AGREEMENT This Settlement and Release Agreement (this “Agreement”) dated as of December 13, 2024, by and among Victory Clean Energy, Inc. a Nevada Corporation (“Victory”), its wholly owned subsidiary H2 Energy Group, Inc. (“H2EG”), James W. McGinley (“McGinley”), an individual residing at 710 Dunbarton Dr. Inverness, IL 60010, Don Turner (“Turner”), an individua

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is effective the 13th day of December 2024 (the “Effective Date”), by and between Victory Clean Energy, Inc., a Nevada corporation (hereinafter, the "Company"), and Paul J. Powers, an individual with an address of XXX (hereinafter, the “Executive"). BACKGROUND 1. The Company has determined that the Executive shall be employed as its Chief Business D

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is effective the 12th day of December 2024 (the “Effective Date”), by and between Victory Clean Energy, Inc., a Nevada corporation (hereinafter, the "Company"), and Neil L. Goulden, an individual with an address of XXX (hereinafter, the "Executive"). BACKGROUND 1. The Company has determined that the Executive shall be employed as its Chief Administr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 26, 2024 (December 15, 2024) Victory Clean Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY CLEAN ENERGY, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY CLEAN ENERGY, INC. (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY CLEAN ENERGY, INC. (Exact Na

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 1, 2024 Victory Clean Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commis

Hydrogen Technology Purchase Agreement with Intellectual Property License Agreement signed August 20, 2024 between Victory Clean Energy Inc. and Proton Power, Inc. (Incorporated By Reference To Exhibit 10.1 to the Current Report On Form 8-K Filed On August 21, 2024)

Exhibit 10.1 HYDROGEN TECHNOLOGY Purchase Agreement THIS HYDROGEN TECHNOLOGY PURCHASE AGREEMENT (this “Agreement”) is executed as of August 20, 2024 and shall be considered effective as of the 7th day of April, 2024 (the “Effective Date”), by and between Proton Power, Inc., a Tennessee corporation (the “Seller”), and Victory Clean Energy, Inc., a Nevada corporation (the “H2 Buyer” or “Victory”). R

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 20, 2024 Victory Clean Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commis

Letter from Accell Audit & Compliance, P.A..

Exhibit 16.1 June 26, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made by Victory Clean Energy, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission in a report on Form 8-K pursuant to Item 4.01 of Regulation S-K, regarding the change in

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 1, 2024 (June 27, 2024) Victory Clean Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

Certificate of Amendment to Articles of Incorporation (Name Change & Increased Authorized Common Stock) dated January 11, 2024.(incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on May 15, 2024)

Exhibit 3.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY CLEAN ENERGY, INC.

Form of Warrant issued by Victory Clean Energy, Inc. on January 12, 2024.(incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on May 15, 2024)

Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND, ACCORDINGLY, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 20, 2024 (January 1, 2024) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55935 87-0564472 (State or other jurisdiction of incor

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of H2 Energy Group, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of H2 Energy Group, Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and t

Financial Statements and Exhibits, Other Events

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): March 5, 2024 (February 21, 2024) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of inc

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): February 14, 2024 (January 29, 2024) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of

Letter from Weaver and Tidwell L.L.P.

Exhibit 16.1 February 14, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N. E. Washington, D.C. 20549-7561 Re: Victory Oilfield Tech, Inc. Commission File No. 002-76219-NY Commissioners: We have read Item 4.01 of Victory Clean Energy, Inc.’s (Former Name: Victory Oilfield Tech, Inc.) Form 8-K dated February 14, 2024, and agree with the statements made in

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): January 5, 2024 (January 1, 2024) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of inc

Securities Purchase Agreement, Dated December 28, 2023, By and Among Victory Clean Energy, Inc., and Flagstaff International, LLC(Incorporated By Reference To Exhibit 10.3 To The Current Report On Form 8-K Filed On January 5, 2024)

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT between VICTORY OILFIELD TECH, INC. and FLAGSTAFF INTERNATIONAL, LLC dated as of December 28, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS. 4 ARTICLE II PURCHASE AND SALE. 8 Section 2.01 Purchaser and Sale. 8 Section 2.02 Transactions Effected at the Closing. 9 Section 2.03 Closing. 9 Section 2.04 Use of Proceeds. 9 ARTICLE III REPRESENTATIONS AND WARRANT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 4, 2023 (December 1, 2023) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer

Amendment No. 1 To Agreement And Plan Of Merger, Dated December 1, 2023, By and Among Victory Clean Energy, Inc., Victory H2EG Merger Sub Inc., And H2 Energy Group Inc. (Incorporated By Reference To Exhibit 10.2 To The Current Report On Form 8-K Filed On December 5, 2023)

Exhibit 10.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger dated July 25, 2023, by and among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., and H2 Energy Group Inc. (the “Merger Agreement”) is made and entered into as of December 1, 2023 (the “Effective Date”), by and among Victory Oilfield Tech, Inc., a N

Amendment No. 1 to the Merger Agreement, December 1, 2023, by and among Victory Oilfield Tech, Inc., a Nevada corporation, Victory H2EG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Victory and H2 Energy Group Inc., a Delaware corporation.

Exhibit 10.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger dated July 25, 2023, by and among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., and H2 Energy Group Inc. (the “Merger Agreement”) is made and entered into as of December 1, 2023 (the “Effective Date”), by and among Victory Oilfield Tech, Inc., a N

Agreement and Plan of Merger, dated July 25, 2023, by and among Victory Oilfield Tech, Inc., a Nevada corporation, Victory H2EG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Victory and H2 Energy Group Inc., a Delaware corporation.

Exhibit 10.1 Confidential AGREEMENT AND PLAN OF MERGER BY AND AMONG VICTORY OILFIELD TECH, INC., VICTORY H2EG MERGER SUB INC. AND H2 ENERGY GROUP INC. Dated as of July 25, 2023 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 25, 2023 by and among Victory Oilfield Tech, Inc., a Nevada corporation (“Victory”), Victory H2EG Merger S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exa

Form of Convertible Promissory Note issued by Victory Oilfield Tech, Inc. to various holders during August 2023 and September 2023*

EXHIBIT 4.6 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Na

July 26, 2023

Exhibit 99.1 FOR IMMEDIATE RELEASE July 26, 2023 Victory Oilfield Tech, Inc. and H2 Energy Group Inc. Announce Definitive Merger Agreement [Austin, TX] - Victory Oilfield Tech, Inc., a fully reporting OTC Pink Sheet (stock symbol VYEY) company (“Victory”), an established provider of oil field technology solutions, and H2 Energy Group Inc. (“H2EG”), an innovative Green Hydrogen energy company, anno

Agreement And Plan Of Merger, Dated July 25, 2023, By And Among Victory Clean Energy, Inc., Victory H2EG Merger Sub Inc., And H2 Energy Group Inc. (Incorporated By Reference To Exhibit 10.1 To The Current Report On Form 8-K Filed On July 26, 2023)

Exhibit 10.1 Confidential AGREEMENT AND PLAN OF MERGER BY AND AMONG VICTORY OILFIELD TECH, INC., VICTORY H2EG MERGER SUB INC. AND H2 ENERGY GROUP INC. Dated as of July 25, 2023 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 25, 2023 by and among Victory Oilfield Tech, Inc., a Nevada corporation (“Victory”), Victory H2EG Merger S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 26, 2023 (July 25, 2023) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY OILFIELD TECH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea176356-nt10kvictoryoil.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exa

Promissory Note and Security Agreement dated July 11, 2022 by and between Pro-Tech Hardbanding Services, Inc. and Arvest Bank (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 14, 2022).

Exhibit 10.1

Promissory Note and Security Agreement dated June 14, 2022 by and between Pro-Tech Hardbanding Services, Inc. and Arvest Bank.

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY OILFIELD TECH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157757-nt10kvictoryoil.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT UNDER S

10-Q 1 f10q0321victoryoil.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-7

Amended and Restated Promissory Note by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed September 3, 2021).

Exhibit 10.8 THIS AMENDED AND RESTATED NOTE HAS BEEN ISSUED WITH ?ORIGINAL ISSUE DISCOUNT? FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS AMENDED AND RESTATED NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE AMENDED AND RESTATED NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE AMENDED AND RESTATED NOTE, AND (4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY OILFIELD TECH, INC.

Amendment No. 3 to Loan Agreement, dated September 3, 2021 (incorporated by reference to Exhibit 10.7] to the Annual Report on Form 10-K filed September 3, 2021).

Exhibit 10.7 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to Loan Agreement (this ?Amendment?) is made as of September 3, 2021, by and between VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (the ?Lender?), and VICTORY OILFIELD TECH, INC. (formerly Victory Energy Corporation), a Nevada corporation (the ?Borrower?). Capitalized terms used, but not otherwise defined, h

Promissory Note issued by the Company to Arvest Bank dated January 28, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed August 10, 2021).

Exhibit 10.7

Loan Authorization and Agreement by and between the Company and the U.S. Small Business Administration dated April 13, 2020 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 10, 2021).

EX-10.6 3 f10q0620ex10-6victoryoil.htm LOAN AUTHORIZATION AND AGREEMENT BY AND BETWEEN THE COMPANY AND THE U.S. SMALL BUSINESS ADMINISTRATION DATED JUNE 11, 2020 Exhibit 10.6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Name

Promissory Note issued by the Company to Arvest Bank dated April 13, 2020 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on August 10, 2021).

EX-10.5 2 f10q0620ex10-5victoryoil.htm PROMISSORY NOTE ISSUED BY THE COMPANY TO ARVEST BANK DATED APRIL 13, 2020 Exhibit 10.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT UND

10-Q 1 f10q0920victoryoilfieldtech.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT UNDER S

10-Q 1 f10q0320victoryoilfieldtech.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55935 CUSIP NUMBER 92647V107 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report

- NOTIFICATION OF LATE FILING

NT 10-K 1 ea138872-nt10kvictoryoil.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K o Form 20-F o Form 11-K ☐ Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For P

Employment Agreement by and between Victory Energy Corporation and Kevin DeLeon dated October 25, 2019.

Exhibit 10.5 October 25, 2019 Mr. Kevin DeLeon 8 Stone Ridge Lane Ho Ho Kus, NJ 07423 Re: One Year Employment Agreement (the “Agreement”) Dear Kevin: Victory Oilfield Tech, Inc. (the “Company”) is pleased to confirm your appointment to the position of Interim Chief Executive Officer, on the following terms. You will be hired for an initial one year term, commencing November 1, 2019 and terminating

Annual Report - ANNUAL REPORT

10-K 1 f10k2019victoryoilfield.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

Amendment No. 2 to Loan Agreement, dated February 8, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 9, 2021).

Exhibit 10.8 AMENDMENT NO. 2 TO LOAN AGREEMENT This Amendment No. 2 to Loan Agreement (this “Amendment”) is made as of the 8th day of February, 2021, by and between Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Lender”), and Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation), a Nevada corporation (the “Borrower”). Capitalized terms used, but not otherwis

Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kevin DeLeon on October 25, 2019 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on February 9, 2021).

Exhibit 4.5 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Name

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0319victoryoilfield.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number

Amendment No. 1 to Loan Agreement, dated October 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 6, 2020)

Exhibit 10.2 AMENDMENT NO. 1 TO LOAN AGREEMENT This Amendment No. 1 to Loan Agreement (this “Amendment”) is made as of the 30th day of October, 2020, by and between Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Lender”), and Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation), a Nevada corporation (the “Borrower”). Capitalized terms used, but not otherwis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): November 6, 2020 (October 30, 2020) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of i

Other Events

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): May 15, 2020 Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commissi

Other Events

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): March 30, 2020 Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commis

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY OILFIELD TECH, INC.

VYEY / Victory Energy Corp. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55935 CUSIP NUMBER 92647V107 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: September 30, 2019 o Transition Re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 7, 2019 (November 6, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of i

Second Extension and Modification Agreement, dated as of October 21, 2019, among Victory Oilfield Tech, Inc., Kodak Brothers Real Estate Cash Flow Fund, LLC and Pro-Tech Hardbanding Services, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed October 24, 2019)

Exhibit 10.4 SECOND EXTENSION AND MODIFICATION AGREEMENT Kodak Brothers Real Estate Cash Flow Fund, LLC 3555 Bee Cave Rd., Ste. 609 Austin, Texas 78746 October 9, 2019 Victory Oilfield Tech, Inc. 3555 Bee Cave Rd., Ste. 608 Austin, Texas 78746 Gentlemen: Reference is made to that certain Loan Agreement, dated as of July 31, 2018, among Victory Oilfield Tech, Inc., a Delaware corporation ("Borrower

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): 24, 2019 (October 21, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorpora

Supply and Service Agreement, dated as of September 6, 2019, by and between Liquidmetal Coatings Enterprises, LLC and Victory Oilfield Tech, Inc. ((incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 10. 2019)

EX-10.1 2 f8k090619ex10-1victoryoil.htm SUPPLY AND SERVICES AGREEMENT, DATED AS OF SEPTEMBER 6, 2019, BY AND BETWEEN LIQUIDMETAL COATINGS ENTERPRISES, LLC AND VICTORY OILFIELD TECH, INC. Exhibit 10.1 SUPPLY AND SERVICES AGREEMENT This Supply and Services Agreement (the “Agreement”) is entered into as of September 6, 2019 (the “Effective Date”) by and between LIQUIDMETAL COATINGS ENTERPRISES, LLC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k090619victoryoilfield.htm CURRENT REPORT 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): September 10, 2019 (September 6, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-

VYEY / Victory Energy Corp. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: June 30, 2019 o Transition Report on Form 10-K o Trans

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 f8k071119victoryoilfield.htm CURRENT REPORT 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 17, 2019 (July 11, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY

Extension and Modification Agreement, dated as of July 11, 2019, among Victory Oilfield Tech, Inc., Kodak Brothers Real Estate Cash Flow Fund, LLC and Pro-Tech Hardbanding Services, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 17, 2019)

Exhibit 10.1 EXTENSION AND MODIFICATION AGREEMENT Kodak Brothers Real Estate Cash Flow Fund, LLC 3555 Bee Cave Rd., Ste. 609 Austin, Texas 78746 July 10, 2019 Victory Oilfield Tech, Inc. 3555 Bee Cave Rd., Ste. 608 Austin, Texas 78746 Gentlemen: Reference is made to that certain Loan Agreement, dated as of July 31, 2018, among Victory Oilfield Tech, Inc., a Delaware corporation (“Borrower”), and K

VYEY / Victory Energy Corp. NT 10-Q NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Tran

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 23, 2019 (April 17, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incor

VYEY / Victory Energy Corp. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: 12/31/2018 o Transition Report on Form 10-K o Transiti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 7, 2019 (March 1, 2019) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorpo

Prospectus Supplement No. 3 to Prospectus dated April 24, 2018 VICTORY OILFIELD TECH, INC. 4,382,872 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222885 Prospectus Supplement No. 3 to Prospectus dated April 24, 2018 VICTORY OILFIELD TECH, INC. 4,382,872 Shares of Common Stock This prospectus supplement no. 3 relates to the prospectus of Victory Oilfield Tech, Inc., dated April 24, 2018, as supplemented by prospectus supplement no. 1, dated May 21, 2018 and prospectus supplement no. 2, da

VYEY / Victory Energy Corp. QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0918victoryoilfield.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file num

Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on November 14, 2018)

EXHIBIT 4.3 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 2, 2018 Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Com

Prospectus Supplement No. 2 to Prospectus dated April 24, 2018 VICTORY OILFIELD TECH, INC. 4,382,872 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222885 Prospectus Supplement No. 2 to Prospectus dated April 24, 2018 VICTORY OILFIELD TECH, INC. 4,382,872 Shares of Common Stock This prospectus supplement no. 2 relates to the prospectus of Victory Oilfield Tech, Inc., dated April 24, 2018, as supplemented by prospectus supplement no. 1, dated May 21, 2018 (collectively, the Prospectus”), re

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2018 (August 14, 2018) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of inc

VICTORY OILFIELD TECH ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS

EX-99.1 2 f8k081418ex99-1victoryoil.htm PRESS RELEASE, DATED AUGUST 14, 2018 Exhibit 99.1 VICTORY OILFIELD TECH ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS AUSTIN, TX-(August 14, 2018) – Victory Oilfield Tech, Inc. (OTCQB: VYEY) ("Victory" or the “Company”), today announced operating results for the three months ended June 30, 2018 and recent highlights. Second Quarter and Recent Highlights ·

VYEY / Victory Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY OILFIELD TECH, INC. (Exact Name

Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Intercreditor Agreement, dated as of July 31, 2018, by and among Victory Oilfield Tech, Inc., Pro-Tech Hardbanding Services, Inc., Kodak Brothers Real Estate Cash Flow Fund, LLC, Stewart Matheson, and Visionary Private Equity Group I, LP

EX-10.6 8 f8k073118ex10-6victoryoil.htm INTERCREDITOR AGREEMENT, DATED AS OF JULY 31, 2018, BY AND AMONG VICTORY OILFIELD TECH, INC., PRO-TECH HARDBANDING SERVICES, INC., KODAK BROTHERS REAL ESTATE CASH FLOW FUND, LLC, STEWART MATHESON, AND VISIONARY PRIVATE EQUITY GROUP I, LP Exhibit 10.6 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of July 31, 2018 (this “Agreement”), by and among V

VICTORY OILFIELD TECH ANNOUNCES ACQUISITION OF OKLAHOMA BASED OIL FIELD SERVICES COMPANY PRO-TECH HARDBANDING SERVICES, INC. -- Strategic Purchase of Growing Oil Field Services Company Actively Serving the SCOOP/STACK --

EX-99.1 9 f8k073118ex99-1victoryoil.htm PRESS RELEASE, DATED AUGUST 2, 2018 Exhibit 99.1 VICTORY OILFIELD TECH ANNOUNCES ACQUISITION OF OKLAHOMA BASED OIL FIELD SERVICES COMPANY PRO-TECH HARDBANDING SERVICES, INC. - Strategic Purchase of Growing Oil Field Services Company Actively Serving the SCOOP/STACK - AUSTIN, TX-(August 2, 2018) – Victory Oilfield Tech, Inc. (OTCQB: VYEY) (“Victory” or the “C

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): August 2, 2018 (July 31, 2018) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorp

Secured Convertible Promissory Note, issued by Victory Oilfield Tech, Inc. to Kodak Real Estate Cash Flow Fund, LLC on July 31, 2018 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed August 2, 2018)

Exhibit 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OP

Pledge and Security Agreement, dated July 31, 2018, by and among Victory Oilfield Tech, Inc., Pro-Tech Hardbanding Services, Inc., and Stewart Matheson

EX-10.2 4 f8k073118ex10-2victoryoil.htm PLEDGE AND SECURITY AGREEMENT, DATED JULY 31, 2018, BY AND AMONG VICTORY OILFIELD TECH, INC., PRO-TECH HARDBANDING SERVICES, INC., AND STEWART MATHESON Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on July 31, 2018, by and among Victory Oilfield tech, Inc., a Nevada corporation (the “

Loan Agreement dated as of July 31, 2018, by and between Kodak Brothers Real Estate Cash Flow Fund, LKLC and Victory Oilfield Tech, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed August 2, 2018)

EX-10.3 5 f8k073118ex10-3victoryoil.htm LOAN AGREEMENT DATED AS OF JULY 31 2018, BY AND BETWEEN KODAK BROTHERS REAL ESTATE CASH FLOW FUND, LLC AND VICTORY OILFIELD TECH, INC Exhibit 10.3 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made as of the 31st day of July, 2018, by and between Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (the “Lender”), and

Stock Purchase Agreement, dated as of July 31, 2018, among Victory Oilfield Tech, Inc., Pro-Tech Hardbanding Services, Inc., and Stewart Matheson

EX-10.1 3 f8k073118ex10-1victoryoil.htm STOCK PURCHASE AGREEMENT, DATED AS OF JULY 31, 2018, AMONG VICTORY OILFIELD TECH, INC., PRO-TECH HARDBANDING SERVICES, INC., AND STEWART MATHESON Exhibit 10.1 STOCK PURCHASE AGREEMENT dated as of July 31, 2018 among VICTORY OILFIELD TECH, INC. PRO-TECH HARDBANDING SERVICES, INC. AND STEWART MATHESON TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain

Guaranty and Security Agreement, dated July 31, 2018, by and between Pro-Tech Hardbanding Services, Inc. and Kodak Brothers Real Estate Cash Flow Fund, LLC

EX-10.5 7 f8k073118ex10-5victoryoil.htm GUARANTY AND SECURITY AGREEMENT, DATED JULY 31, 2018, BY AND BETWEEN PRO-TECH HARDBANDING SERVICES, INC. AND KODAK BROTHERS REAL ESTATE CASH FLOW FUND, LLC Exhibit 10.5 GUARANTY AND SECURITY AGREEMENT This Guaranty and Security Agreement (the “Guaranty”) is made and entered into on July 31, 2018, by and between Pro-Tech Hardbanding Services, Inc., an Oklahom

Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kodak Brothers All America Fund, LP on July 31, 2018 (incorporated by reference to Exhibit 4,1 to the Current Report on Form 8-K filed on August 2, 2018)

EX-4.1 2 f8k073118ex4-1victoryoil.htm COMMON STOCK PURCHASE WARRANT, DATED JULY 31, 2018, ISSUED BY VICTORY OILFIELD TECH, INC. TO KODAK BROTHERS ALL AMERICA FUND, LP Exhibit 4.1 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR

VICTORY OILFIELD TECH ANNOUNCES PRIVATE PLACEMENT OFFERING OF UP TO $7 MILLION AND POSTS NEW COMPANY PRESENTATION TO WEBSITE

Exhibit 99.2 VICTORY OILFIELD TECH ANNOUNCES PRIVATE PLACEMENT OFFERING OF UP TO $7 MILLION AND POSTS NEW COMPANY PRESENTATION TO WEBSITE AUSTIN, TX-(June 22, 2018) – Victory Oilfield Tech (OTCQB:VYEY) ("Victory" or the “Company”), today announced that it is presently raising up to $7 million of new capital to help accelerate the Company’s expansion into the oilfield energy-tech industry through a

Regulation FD Disclosure, Financial Statements and Exhibits

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 22, 2018 Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporation) (Commiss

Victory Oilfield Tech, Inc. Investor Presentation

Exhibit 99.1

Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2018)

certofamendmentvictory06

Financial Statements and Exhibits, Other Events

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 4, 2018 (May 29, 2018) Victory Oilfield Tech, Inc. (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorpora

VYEY / Victory Energy Corp. 8-A12G

8-A12G 1 vyeyform8-a05x23x18.htm 8-A12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victory Energy Corporation (Exact Name of Registrant as Specified in Its Charter) Nevada 87-0564472 (State of incorporation or organization) (I.R.S. Employer Identificatio

Prospectus Supplement No. 1 to Prospectus dated April 24, 2018 VICTORY ENERGY CORPORATION 4,382,872 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222885 Prospectus Supplement No. 1 to Prospectus dated April 24, 2018 VICTORY ENERGY CORPORATION 4,382,872 Shares of Common Stock This prospectus supplement no. 1 relates to the prospectus of Victory Energy Corporation, dated April 24, 2018, relating to the resale by the selling stockholder identified in the prospectus of up to 4,382,872 shares

Victory Energy Announces First Quarter 2018 Financial Results

Victory Energy Announces First Quarter 2018 Financial Results AUSTIN, TX-(May 15, 2018) - Victory Energy Corporation (OTCQB:VYEY) ("Victory" or the “Company”), today announced operating results for the three months ended March 31, 2018.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2018 (May 15, 2018) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact Name

VYEY / Victory Energy Corp. DEF 14C

DEF 14C 1 def14cinformationstatement.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement V

4,382,872 Shares VICTORY ENERGY CORPORATION Common Stock, $0.001 par value

424B3 1 resales-1xfinalprospectusx.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-222885 4,382,872 Shares VICTORY ENERGY CORPORATION Common Stock, $0.001 par value This prospectus relates to 4,382,872 shares of common stock that may be sold from time to time by the selling stockholder named in this prospectus. The selling stockholder expects to distribute the shares of common stoc

VYEY / Victory Energy Corp. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement VICTORY ENERGY CORPORATION (Name of Registrant as

Submission of Matters to a Vote of Security Holders

8-K 1 form8-kxvictoryxstockholde.htm 8-K 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): April 23, 2018 (April 20, 2018) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-05644

VYEY / Victory Energy Corp. CORRESP

Victory Energy Corporation 3355 Bee Caves Road, Suite 608 Austin, TX 78746 April 20, 2018 U.

VYEY / Victory Energy Corp. S-1/A

As filed with the Securities and Exchange Commission on April 19, 2018 Registration No.

Loan Agreement, dated April 10, 2018, by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 12, 2018)

LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made as of the 10th day of April, 2018, by and between VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (the “Lender”), and VICTORY ENERGY CORPORATION, a Nevada corporation (the “Borrower”).

Settlement Agreement and Mutual Release dated April 10, 2018, between Victory Oilfield Tech, Inc. and Visionary Private Equity Group I, LP. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 12, 2018)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”), dated April 10, 2018, between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (“VPEG”).

Supplementary Agreement dated April 10, 2018, between Victory Oilfield Tech, Inc. and Armacor Victory Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 12, 2018)

SUPPLEMENTARY AGREEMENT SUPPLEMENTARY AGREEMENT (this “Supplementary Agreement”), dated April 10, 2018, among VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”) and ARMACOR VICTORY VENTURES, LLC, a Delaware limited liability company (“AVV”).

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 12, 2018 (April 10, 2018) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdiction of incorp

VYEY / Victory Energy Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0564472 (State or other jurisdiction of incorporation or organization) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2018 (March 29, 2018) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564462 (State or other jurisdiction of incorp

Victory Provides Update on Company Transformation and Announces Full Year 2017 Financial Results

Victory Provides Update on Company Transformation and Announces Full Year 2017 Financial Results AUSTIN, TX-(March 29, 2018) – Victory Energy Corporation (OTCQB:VYEY) ("Victory" or the “Company”), today provided an update on the Company’s transition into a technology-driven, friction reducing oilfield products and services company, and announced operating results for the year ended December 31, 2017.

As filed with the Securities and Exchange Commission on February 8, 2018

As filed with the Securities and Exchange Commission on February 8, 2018 Registration No.

Victory Energy Corporation 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on February 5, 2018)

Exhibit 10.28 VICTORY ENERGY CORPORATION 2017 EQUITY INCENTIVE PLAN 1.Purpose; Eligibility. 1.1. General Purpose. The name of this plan is the Victory Energy Corporation 2017 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Victory Energy Corporation, a Nevada corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and

As filed with the Securities and Exchange Commission on February 5, 2018

As filed with the Securities and Exchange Commission on February 5, 2018 Registration No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): January 17, 2018 (January 15, 2018) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdict

Amendment No. 2 to Secured Convertible Original Issue Discount Promissory Note and to Loan Agreement, dated January 17, 2018 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 17, 2018)

Exhibit Exhibit 10.4 AMENDMENT NO. 2 TO SECURED CONVERTIBLE ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND TO LOAN AGREEMENT Effective on January 15, 2018 (the ? Effective Date ?), each of (i) the Secured Convertible Original Issue Discount Promissory Note, dated August 21, 2017, as amended on October 11, 2017, issued by V ICTORY E NERGY C ORPORATION to V ISIONARY P RIVATE E QUITY G ROUP I, LP in the

Mutual Release, dated December 13, 2017, between Victory Energy Corporation and Navitus Energy Group (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 19, 2017)

MUTUAL RELEASE MUTUAL RELEASE, dated December 13, 2017 (this “ Release ”), by and between Navitus Energy Group, a Texas general partnership (“ Navitus ”) and Victory Energy Corporation, a Nevada corporation (“ Victory ”).

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document 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): December 19, 2017 (December 13, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564472 (State or other jurisdi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

vyey8k.htm 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): November 22, 2017 (November 20, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564462 (State or other juris

Amended and Restated Articles of Incorporation of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 22, 2017)

vyeyex31.htm EXHIBIT 3.1

% Vote Withheld

vyeyex991.htm EXHIBIT 99.1 Victory Energy Announces Voting Results from Special Meeting of Stockholders AUSTIN, TX.-(Globe NewsWire)- Victory Energy Corporation (OTCQB:VYEY) ("Victory" or the ?Company?), today announced the voting results from its special meetings of stockholders held on November 20, 2017. Approximately 74 percent of all outstanding shares were present or represented by proxy at t

VYEY / Victory Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact N

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 14, 2017 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation

Victory Energy Announces Third Quarter 2017 Financial Results and Provides Update on Its Transformation into an Oilfield Services Company

Exhibit Exhibit 99.1 Victory Energy Announces Third Quarter 2017 Financial Results and Provides Update on Its Transformation into an Oilfield Services Company AUSTIN, TX-(November 14, 2017) - Victory Energy Corporation (OTCQB: VYEY ) ("Victory" or the ?Company?), today announced operating results for the three months ended September 30, 2017 and provided an update on the Company?s transition into

Victory Energy DEF 14A

Document SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Amendment No. 1 to Secured Convertible Original Issue Discount Promissory Note and to Loan Agreement, dated October 11, 2017 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 17, 2017)

Exhibit AMENDMENT NO. 1 TO SECURED CONVERTIBLE ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND TO LOAN AGREEMENT Effective on October 11, 2017 (the ? Effective Date ?), each of (i) the Secured Convertible Original Issue Discount Promissory Note, dated August 21, 2017, issued by VICTORY ENERGY CORPORATION to VISIONARY PRIVATE EQUITY GROUP I, LP in the principal amount of $550,000 (the ? Note ?), and (i

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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 17, 2017 (October 11, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564462 (State or other jurisdict

Victory Energy PRER14A

Document SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

VYEY / Victory Energy Corp. ESP

Document Victory Energy Corporation 3355 Bee Caves Road, Suite 608 Austin, TX 78746 October 13, 2017 U.

Code of Ethics and Business Conduct adopted on September 14, 2017 (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed on September 20, 2017)

Exhibit VICTORY ENERGY CORPORATION Code of Ethics and Business Conduct 1. Introduction . 1.1. The Board of Directors of Victory Energy Corporation (together with its subsidiaries, the ? Company ?) has adopted this Code of Ethics and Business Conduct (this ? Code ?) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) p

VICTORY ENERGY CORPORATION AUDIT COMMITTEE CHARTER

Exhibit VICTORY ENERGY CORPORATION AUDIT COMMITTEE CHARTER The Purpose of the Audit Committee The purpose of the Audit Committee of Victory Energy Corporation (the ?Company?) is to represent and assist the Board of Directors in its general oversight of the Company?s accounting and financial reporting processes, audits of the financial statements, and internal control and audit functions.

Lock-Up and Resale Restriction Agreement, dated September 14, 2017, by and between Victory Energy Corporation and Navitus Energy Group (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on September 20, 2017)

Exhibit LOCK-UP AND RESALE RESTRICTION AGREEMENT This LOCK-UP AND RESALE RESTRICTION AGREEMENT (the ? Agreement ?) is made and entered into as of September 14, 2017, by and between VICTORY ENERGY CORPORATION , a Nevada corporation (the ? Victory ?), and Navitus Energy Group, a Texas Corporation (the ? Holder ?).

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

Document 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): September 20, 2017 (September 14, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564462 (State or other juris

Amended and Restated Bylaws of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 20, 2017)

Exhibit AMENDED AND RESTATED BYLAWS OF VICTORY ENERGY CORPORATION (the ?Corporation?) Adopted on September 14, 2017 article I OFFICES 1.

VICTORY ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER

Exhibit VICTORY ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER The Purpose of the Compensation Committee The purpose of the Compensation Committee of the Board of Directors of Victory Energy Corporation (the ?Company?) is to represent and assist the Board of Directors to discharge the responsibilities of the Company?s Board of Directors relating to compensation of the Company?s executives, to produce an annual report on executive compensation for inclusion in the Company?s proxy statement, and to oversee and advise the Board of Directors of the Company on the adoption of policies that govern the Company?s compensation programs, including stock and benefit plans.

Amendment No. 1 to the Divestiture Agreement, dated September 14, 2017, between Victory Energy Corporation and Navitus Energy Group (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 20, 2017)

Exhibit AMENDMENT NO. 1 TO THE DIVESTITURE AGREEMENT AMENDMENT NO. 1 TO THE DIVESTITURE AGREEMENT, dated September 14, 2017 (the ? Amendment ?), between VICTORY ENERGY CORPORATION , a Nevada corporation (? Victory ?) and NAVITUS ENERGY GROUP , a Texas general partnership (? Navitus ?). RECITALS A. Victory and Navitus previously entered into that certain Divestiture Agreement, dated August 21, 2017

Victory Energy PREM14A

Document SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 VICTORY ENERGY CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required.

Victory Energy DEF 14A

Document SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 VICTORY ENERGY CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required.

Amended and Restated Employment Agreement, dated August 21, 2017, between Victory Energy Corporation and Kenneth E. Hill (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on August 24, 2017)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is entered into as of August 21, 2017, by and between Victory Energy Corporation ("Company") and Kenneth E.

Certificate of Designation of Series B Convertible Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 24, 2017)

EXHIBIT A VICTORY ENERGY CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.

Divestiture Agreement, dated August 21, 2017, between Victory Energy Corporation and Navitus Energy Group (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on August 24, 2017)

DIVESTITURE AGREEMENT dated as of August 21, 2017 between VICTORY ENERGY CORPORATION AND NAVITUS ENERGY GROUP TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.

Transaction Agreement, dated August 21, 2017, between Victory Energy Corporation and Armacor Victory Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 24, 2017)

TRANSACTION AGREEMENT This TRANSACTION AGREEMENT (hereinafter the “Agreement”) is entered into and shall become effective as of August 21, 2017, by and between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and ARMACOR VICTORY VENTURES, LLC, a Delaware limited liability company (“Armacor”).

Exclusive Sublicense Agreement, dated August 21, 2017, between Armacor Victory Ventures, LLC and Victory Energy Corporation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 24, 2017)

EX-10.2 6 exhibit102-exclusivesublic.htm EXHIBIT 10.2 EXCLUSIVE SUBLICENSE AGREEMENT THIS EXCLUSIVE SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of August, 2017 (the “Effective Date”), by and between ARMACOR VICTORY VENTURES, LLC, a Delaware limited liability company having its principal place of business at 20505 Crescent Bay Drive, Lake Forest, CA 92630 (“L

Certificate of Designation of Series C Preferred Stock filed with Nevada Secretary of State on August 21, 2017 (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed August 24, 2017)

EXHIBIT A VICTORY ENERGY CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK PURSUANT TO SECTION 78.

Exclusive Sublicense and Capital Infusion Expected to Transform Victory from an Exploration and Production Company into a Leading Company in the Oilfield Services Business

EX-99.1 20 exhibit991.htm EXHIBIT 99.1 Exclusive Sublicense and Capital Infusion Expected to Transform Victory from an Exploration and Production Company into a Leading Company in the Oilfield Services Business AUSTIN, TX- August 22, 2017- Victory Energy Corporation (OTCQB: VYEY) ("Victory" or the “Company”), a growth stage, oil and gas exploration and production company, announced today that it i

Lock-Up and Resale Restriction Agreement, dated August 21, 2017, by and among Victory Energy Corporation and certain holders signatory thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on August 24, 2017)

LOCK-UP AND RESALE RESTRICTION AGREEMENT This lock-up and resale restriction agreement (the “Agreement”) is made and entered into as of August 21, 2017, by and among VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and the persons executing this Agreement (each a “Holder” and, collectively, the “Holders”).

Non-Competition and Non-Solicitation Agreement, dated August 21, 2017, between LM Group Holdings, LLC and Victory Energy Corporation (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on August 24, 2017)

CONFIDENTIAL NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of August 21, 2017 by LM GROUP HOLDINGS, LLC, a Delaware limited liability company (the ?Covenantor?) in favor of, and for the benefit of, VICTORY ENERGY CORPORATION, a Nevada corporation, (the ?Company?), and the other Beneficiaries (as hereinafter defined).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Document 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): August 24, 2017 (August 21, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 002-76219-NY 87-0564462 (State or other jurisdictio

Trademark License Agreement, dated August 21, 2017, between Liquidmetal Coatings Enterprises, LLC and Victory Energy Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on August 24, 2017)

TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this ?Agreement?) is made and entered into as of August 21, 2017, by and between, and LIQUIDMETAL COATINGS ENTERPRISES, LLC, a Delaware limited liability company having its principal place of business at 20404 Whitewood Drive Spring, Texas 77373 (?LMCE?), and VICTORY ENERGY CORPORATION, a Nevada corporation having its principal place of business at 3355 Bees Cave Road, Suite 608, Austin, TX 78746 (?Victory?).

Non-Competition and Non-Solicitation Agreement, dated August 21, 2017, between Armacor Holdings, LLC and Victory Energy Corporation (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on August 24, 2017)

CONFIDENTIAL NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of August 21, 2017 by ARMACOR HOLDINGS, LLC, a Delaware limited liability company (the ?Covenantor?) in favor of, and for the benefit of, VICTORY ENERGY CORPORATION, a Nevada corporation, (the ?Company?), and the other Beneficiaries (as hereinafter defined).

Secured Convertible Original Issue Discount Promissory Note issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on August 21, 2017 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on August 24, 2017)

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING

Settlement Agreement and Mutual Release, dated August 21, 2017, between Victory Energy Corporation and Ron Zamber and Kim Rubin Hill (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on August 24, 2017)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, among VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”); RON ZAMBER (“Zamber”); and KIM RUBIN HILL (“Hill”).

Settlement Agreement and Mutual Release, dated August 21, 2017, between Victory Energy Corporation and McCall Law Firm (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on August 24, 2017)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and McCall Law FIRM (“McCall”).

Loan Agreement, dated August 21, 2017, between Visionary Private Equity Group I, LP and Victory Energy Corporation (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on August 24, 2017)

LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made as of the 21 day of August, 2017, by and between VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (the “Lender”), and VICTORY ENERGY CORPORATION, a Nevada corporation (the “Borrower”).

Certificate of Designation of Series D Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on August 24, 2017)

EXHIBIT A VICTORY ENERGY CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D PREFERRED STOCK PURSUANT TO SECTION 78.

Non-Competition and Non-Solicitation Agreement, dated August 21, 2017, between Armacor Victory Ventures, LLC and Victory Energy Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on August 24, 2017)

CONFIDENTIAL NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 21, 2017 by ARMACOR VICTORY VENTURES, LLC, a Delaware limited liability company (the “Covenantor”) in favor of, and for the benefit of, VICTORY ENERGY CORPORATION, a Nevada corporation, (the “Company”), and the other Beneficiaries (as hereinafter defined).

Settlement Agreement and Mutual Release, dated August 21, 2017, between Victory Energy Corporation and Ron Zamber and Greg Johnson (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on August 24, 2017)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, among VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”); RON ZAMBER (“Zamber”); and GREG JOHNSON (“Johnson”).

Settlement Agreement and Mutual Release, dated August 21, 2017, between Victory Energy Corporation and Visionary Private Equity Group I, LP (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on August 24, 2017)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (“VPEG”).

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 11, 2017 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation)

Victory Energy Announces Second Quarter 2017 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Second Quarter 2017 Financial Results AUSTIN, TX-(August 11, 2017) - Victory Energy Corporation (OTCQB: VYEY) ("Victory Energy" or "the Company"), a growth stage, oil and gas exploration and production Company, today announced operating results for the three months ended June 30, 2017. Second Quarter Highlights ? During the six months ended June 30, 20

VYEY / Victory Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact Name o

Victory Energy 8-K (Current Report/Significant Event)

Document 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): May 16, 2017 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Co

Victory Energy Announces First Quarter 2017 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces First Quarter 2017 Financial Results AUSTIN, TX-(May 15, 2017) - Victory Energy Corporation (OTCQB: VYEY) ("Victory Energy" or "the Company"), a growth stage, Exploration and Production Company, today announced operating results for the three months ended March 31, 2017. First Quarter Highlights ? Received investment capital of $660,000 from Aurora par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact Name

Current Report

Document 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): April 13, 2017 (April 7, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of

Oil, MBO

EX-99.1 9 a2016resesrvereport.htm EXHIBIT 99.1 Exhibit 99.1 Cambrian Management, Ltd. PO Box 272 Midland, Texas 79702 Ofc: 432-620-9181 Fax: 432-570-0102 February 9, 2017 Mr. Kenny Hill Chief Executive Officer Aurora Energy Partners 3355 Bee Caves Road, Suite 608 Austin, Texas 78746 Dear Mr. Hill: Per your request an oil and gas reserve and economic appraisal has been performed for the properties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0564472 (State or other jurisdiction of incorporation or organization) (I.

Subsidiaries of the registrant

EXHIBIT 21.1 Subsidiaries of the registrant Aurora Energy Partners Texas AEP Assets, LLC Texas

VYEY / Victory Energy Corp. / Visionary Private Equity Group I, LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Unregistered Sales of Equity Securities

Document 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): February 7, 2017 (February 1, 2017) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdictio

Securities Purchase Agreement, dated as of February 1, 2017, among Victory Energy Corporation and Visionary Private Equity Group I, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 7, 2017)

Exhibit Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ? Agreement ?) is dated as of February 1, 2017, among VICTORY ENERGY CORPORATION , a Nevada corporation (the ? Company ?), and VISIONARY PRIVATE EQUITY GROUP I, LP (the ? Investor ?). The Company and the Investor are collectively referred to in this Agreement as the ? Parties ,? and each a ? Party .? RECITA

Registration Rights Agreement, dated February 3, 2017, between Victory Energy Corporation and Visionary Private Equity Group I, LP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 7, 2017)

Exhibit Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017, between VICTORY ENERGY CORPORATION , a Nevada corporation (the ? Company ?) and VISIONARY PRIVATE EQUITY GROUP I, LP (the ? Investor ?). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed to such terms in the Securities Purchase Agreement, dat

Unsecured Promissory Note issued by Victory Energy Corporation in favor of Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 7, 2017)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR

Common Stock Warrant issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2017)

Exhibit Exhibit 4.2 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SE

Mutual Release and Settlement Agreement, effective December 9, 2016, by and among Tela Garwood Limited, LP, Aurora Energy Partners and Victory Energy Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 15, 2016)

Exhibit 10.1 MUTUAL RELEASE AND SETTLEMENT AGREEMENT This MUTUAL RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is entered into by and among TELA GARWOOD LIMITED, LP ("Tela"), on the one hand, and AURORA ENERGY PARTNERS and VICTORY ENERGY CORPORATION (collectively "Aurora") on the other. The Effective Date of this Agreement is the date executed by Tela. RECITALS A. A dispute has arisen between Tel

Victory Energy 8-K (Current Report/Significant Event)

Document 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): December 9, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation

Forbearance Agreement, dated December 2, 2016, by and between Aurora Energy Partners and Texas Capital Bank, National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2016)

Exhibit Exhibit 10.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this ? Agreement ?) dated as of December 2, 2016, is by and between AURORA ENERGY PARTNERS , a Texas general partnership (? Borrower ?), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (? Lender ?). WITNESSETH: WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated as of February 20, 2014 (as has been or m

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): December 7, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation)

Victory Energy Announces Third Quarter 2016 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Third Quarter 2016 Financial Results AUSTIN, TX-(November 14, 2016) - Victory Energy Corporation (OTCQB: VYEY ) ("Victory" or "the Company"), a growth stage, Exploration and Production Company, today announced operating results for the three months ended September 30, 2016. Third Quarter Highlights ? Received investment capital of $400,000 from Aurora

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 15, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact N

Victory Energy Announces Second Quarter 2016 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Second Quarter 2016 Financial Results AUSTIN, TX-(August 15, 2016) - Victory Energy Corporation (OTCQB: VYEY) ("Victory" or "the Company"), a growth stage, Exploration and Production Company, today announced operating results for the three months ended June 30, 2016. Second Quarter Highlights ? Received investment capital of $972,000 from Aurora partne

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 15, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation)

Victory Energy Announces Second Quarter 2016 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Second Quarter 2016 Financial Results AUSTIN, TX-(August 15, 2016) - Victory Energy Corporation (OTCQB: VYEY) ("Victory" or "the Company"), a growth stage, Exploration and Production Company, today announced operating results for the three months ended June 30, 2016. Second Quarter Highlights ? Received investment capital of $972,000 from Aurora partne

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 15, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219-NY VICTORY ENERGY CORPORATION (Exact Name o

Victory Energy 8-K (Current Report/Significant Event)

SEC Document 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): May 13, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation)

Victory Energy Announces First Quarter 2016 Financial Results

SEC Exhibit Exhibit 99.1 Victory Energy Announces First Quarter 2016 Financial Results AUSTIN, TX-(May 13, 2016) - Victory Energy Corporation, (OTCQB: VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced operating results for the three months ended March 31, 2016. First Quarter Highlights ? Received investment capital of $302,000 from Aurora partne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219NY VICTORY ENERGY CORPORATION (Exact Name o

Victory Energy Announces New Interim Chief Financial Officer

Exhibit Exhibit 99.1 Victory Energy Announces New Interim Chief Financial Officer AUSTIN, TX - (Marketwired) - 04/11/16 -Victory Energy Corporation,(OTCQB: VYEY)("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced that its board of directors has appointed Jeff Marlowe as its Interim Chief Financial Officer. Mr. Marlowe will replace Fred J. Smith, Jr. who

Financial Statements and Exhibits, Other Events

8-K/A 1 a8k-acfo.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 15, 2016 (April 8, 2016) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or ot

Victory Energy Announces Fiscal 2015 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Fiscal 2015 Financial Results AUSTIN, TX-(April 11, 2016) - Victory Energy Corporation, (VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced operating results for the twelve months ended December 31, 2015. Fiscal 2015 Highlights ? Received investment capital of $2.9 million from partner Navitus Energy

Victory Energy 8-K (Current Report/Significant Event)

8-K 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): April 11, 2016 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Commi

Victory Energy 8-K (Current Report/Significant Event)

8-K 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): April 11, 2016 (April 8 , 2016) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of inco

Victory Energy Announces New Interim Chief Financial Officer

EX-99.1 2 pressrelease-victoryenergy.htm EXHIBIT 99.1 Exhibit 99.1 Victory Energy Announces New Interim Chief Financial Officer AUSTIN, TX-(April 11, 2016) - Victory Energy Corporation, (VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced that its board of directors has appointed Jeff Marlowe as its Interim Chief Financial Officer. Mr. Marlowe wil

Current Report

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): April 8, 2016 (April 4, 2016) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporat

EX-3.1

Form of Common Stock Certificate of Victory Energy Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on April 8, 2016)

Amendment to Fred J. Smith, Jr. Employment Agreement dated May 27, 2014

Exhibit 10.13 Amendment to Fred J. Smith, Jr. Employment Agreement dated May 27, 2014 June 3, 2015 The following changes or additions to the May 27, 2014 employment agreement for Fred J. Smith Jr. are to become effective June 5, 2015. These revised responsibilities and employment terms do not replace the original agreement and are dependent on Mr. Smith having no other professional pursuits or emp

SEC Case, As of 1/1/2016

Exhibit 99.1 Cambrian M A N A G E M E N T, L T D. v P.O.Box 272 Midland, Texas 79702 Ofc: 432-620-9181 Fax: 432-570-0102 March 1, 2016 Mr. Kenny Hill Chief Executive Officer Aurora Energy Partners 3355 Bee Caves Road, Suite 608 Austin, Texas 78746 Dear Mr. Hill: Per your request an oil and gas reserve and economic appraisal has been performed for the properties owned by Aurora Energy Partners (Aur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 002-76219-NY VICTORY ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0564472 (State or other jurisdiction of incorporation or organization) (I.

Subsidiaries of the registrant

EXHIBIT 21.1 Subsidiaries of the registrant Aurora Energy Partners Texas AEP Assets, LLC Texas

Victory Energy NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): xo Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition

Settlement and Forbearance Agreement, dated March 22, 2016, between Victory Energy Corporation and Oz Gas Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 29, 2016)

EX-10.1 2 settlementagreementexhibit.htm EXHIBIT 10.1 Exhibit 10.1 Settlement and Forbearance Agreement This Settlement and Forbearance Agreement (the “Agreement”) is between VICTORY ENERGY CORPORATION (“Victory”) and OZ GAS CORPORATION (“Oz”), and collectively referred to as the “Parties.” Recitals On April 30, 2012, Oz obtained a Final Judgment (the “2012 Judgment”) against Victory in Cause No.

Victory Energy 8-K (Current Report/Significant Event)

8-K 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): March 29, 2016 (March 22, 2016) Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of inco

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): November 21, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Co

Victory Energy 8-K (Current Report/Significant Event)

8-K 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): November 12, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Co

Victory Energy Signs Letter of Intent to Acquire Proved Producing Reserves Successful Acquisition Increases Total PV-10 to over $10 Million

Exhibit Victory Energy Signs Letter of Intent to Acquire Proved Producing Reserves Successful Acquisition Increases Total PV-10 to over $10 Million AUSTIN, TX -(November 11, 2015) - Victory Energy Corporation , ( VYEY ) ("Victory" or "the Company") a growth stage exploration and production company, today announced it has entered into a letter of intent to acquire 181 net barrels of oil equivalent per day (?BOEPD?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 vyey930201510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219NY VICTO

Victory Energy 8-K (Current Report/Significant Event)

8-K 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 29, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Com

Victory Energy Announces Third Quarter 2015 Financial Results

EX-99.1 2 vyeyq32015earningsreleasef.htm EXHIBIT 99.1 Exhibit 99.1 Victory Energy Announces Third Quarter 2015 Financial Results AUSTIN, TX-(October 29, 2015) -Victory Energy Corporation, (VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced operating results for the three months ended September 30, 2015. 2015 Third Quarter Highlights • Total oil p

Victory Energy 8-K (Current Report/Significant Event)

8-K 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): August 26, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Comm

Victory Energy Announces Second Quarter 2015 Financial Results

Exhibit Exhibit 99.1 Victory Energy Announces Second Quarter 2015 Financial Results AUSTIN, TX-(August 26, 2015) - Victory Energy Corporation , (VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced operating results for the three months ended June 30, 2015. 2015 Second Quarter Highlights ? Oil and Gas revenues increased 13% from $237,977 to $269,63

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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Victory Energy 8-K (Current Report/Significant Event)

8-K 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): August 26, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (Comm

Victory Energy NT 10-Q

10-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report

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Rogers-Victory-SettlmtAgrmtAmFINAL7-16-15 Exhibit 10.1 AMENDMENT TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE As of July 16, 2015, Louise H. Rogers (?Rogers?) and Victory Energy Corporation (?Victory?) agree to amend the Settlement Agreement and Mutual Release (?Agreement?) between them dated June 24, 2015, as follows: Paragraph 2 entitled ?Victory Payment Obligation? is deleted in its entirety and

Victory Energy 8-K (Current Report/Significant Event)

Form 8K Rogers Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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102RogersSettlementAgreement-V7BPLLCDraft Exhibit 10.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this ? Settlement Agreement ?) is made and entered into as of the 24th day of June, 2015, by and among VICTORY ENERGY CORPORATION , a Nevada corporation (the ? Victory ?) and LOUISE H. ROGERS, an individual (? Rogers ?). Each of Victory and Rogers is referred

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103SettlementAgreementEarthstoneLucasVictoryExecuted Exhibit 10.3 COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE I. PARTIES The parties to this Compromise Settlement Agreement and Mutual General Release are: 1.01 Earthstone Operating, LLC; Earthstone Energy, Inc.; Oak Valley Resources, LLC; Oak Valley Operating, LLC; and Sabine River Energy, LLC (collectively, ? Earthstone ?). 1.02 Luc

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101SettlementAgreement-Victory-Lucas Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this ? Settlement Agreement ?) is made and entered into as of the 24th day of June, 2015, by and among VICTORY ENERGY CORPORATION , a Nevada corporation (the ? Victory ?) and LUCAS ENERGY, INC. , a Nevada corporation (? Lucas ?). Each of Victory and Lucas is refer

Victory Energy Announces Settlement Agreement And Mutual Release with Lucas Energy

EX991PressRelease-LEISettlementAgreementandSale Exhibit 99.1 Victory Energy Announces Settlement Agreement And Mutual Release with Lucas Energy AUSTIN, TX-(June 30, 2015) - Victory Energy Corporation , (VYEY) ("Victory" or "the Company") a growth stage, Exploration and Production Company, today announced that on June 24, 2015, the Company entered into a Settlement Agreement and Mutual Release with

Victory Energy 8-K (Current Report/Significant Event)

Form8-KreVYEYLEISettlementAgreements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Victory Energy 8-K (Current Report/Significant Event)

VYEY8KQ115 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 8, 2015 Victory Energy Corporation (Exact name of registrant as specified in its charter) Nevada 2-76219-NY 87-0564462 (State or other jurisdiction of incorporation) (

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10-Q 1 vyey331201510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to . Commission file number 002-76219NY VICTORY E

Victory Energy 8-K (Current Report/Significant Event)

Form8-K-Item701reterminationofMLVEngagementVYEY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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PressRelease-TerminationofMerger-V1 Exhibit 99.1 Victory Energy Announces Termination of Proposed Business Combination with Lucas Energy Inc. AUSTIN, TX-(May 15, 2014) - Victory Energy Corporation, (OTCQX: VYEY) ("Victory" or "the Company"), today announced that it will not proceed with the proposed business combination (the ?Merger?) with Lucas Energy, Inc. (NYSE MKT: LEI) (?Lucas?), which was th

Victory Energy 8-K (Current Report/Significant Event)

Form8-KreterminationofLOIMay2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Victory Energy NT 10-Q

Form12b-25FirstQuarter201510-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

(OTCQX: VYEY) IPAA OGIS, New York - Investor Presentation April 20, 2015 2 Forward-Looking and Cautionary Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended,

vyeyinvestorpresentation (OTCQX: VYEY) IPAA OGIS, New York - Investor Presentation April 20, 2015 2 Forward-Looking and Cautionary Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.