Item 3.02. Unregistered Sales of Equity Securities

On January 4, 2022, CoJax Oil and Gas Corporation, a Virginia corporation ("Company"), granted:

(1) Twelve Thousand Five Hundred (12,500) shares of Series A Convertible Preferred Stock, $0.01 par value per share, ("Preferred Stock") to Jeffrey J. Guzy, Company's Chief Executive Officer, and Director, in lieu of past-due cash compensation for services rendered by Mr. Guzy as Chief Executive Officer in 2021.

(2) Twelve Thousand Five Hundred (12,500) shares of Series A Convertible Preferred Stock, $0.01 par value per share, ("Preferred Stock") to Wm. Barrett Wellman, Company's Chief Financial Officer, in lieu of past-due cash compensation for services rendered by Mr. Wellman as Chief Financial Officer in 2021.

The shares of Preferred Stock were issued under a Restricted Stock Grant Agreement, dated January 4, 2022, with Mr. Guzy ("Guzy Agreement") and a Restricted Stock Grant Agreement, dated January 4, 2022, with Mr. Wellman ("Wellman Agreement").

The shares of Preferred Stock issuable under the Guzy Agreement and Wellman Agreement are "restricted securities" under the Securities Act of 1933, as amended ("Act") and will be issued in reliance upon an exemption from registration under the Act under Rule 506(b) of Regulation D under the Act and Section 4(a)(2) of the Act. The Guzy Agreement and Wellman Agreement provide for:

(1) piggyback registration rights for any shares of Common Stock, $0.01 par value of Company issued upon conversion of the Preferred Stock, if any, which registration rights expire on January 4, 2023, and

(2) a one-year restriction on the sale, transfer, pledge, or encumbrance of the Preferred Stock, which one-year period expires on the first annual anniversary of the Preferred Stock's grant date. The restriction does not apply if the Preferred Stock is sold under an effective registration statement under Section 5 of the Securities Act of 1933, as amended. The one-year restriction does not apply to shares of Common Stock, $0.01 par value of the Company issued upon conversion of the Preferred Stock.

The Guzy Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the Wellman Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K. The above summary of the Guzy Agreement and Wellman Agreement is qualified in its entirety by reference to those agreements as attached to this Current Report on Form 8-K.

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Item 9.01     Financial Statements and Exhibits.



                                 (d)   Exhibits

EXHIBIT NO.EXHIBIT DESCRIPTION

10.1 Restricted Stock Grant Agreement, dated 4 January 2022, by CoJax Oil and Gas


     Corporation and Jeffrey J. Guzy
10.2 Restricted Stock Grant Agreement, dated 4 January 2022, by CoJax Oil and Gas

Corporation and Wm. Barrett Wellman

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