Battalion Oil Corp 8-K, filed Mar 31, 2026
Battalion Oil Corp (BATL)
About this 8-K
Battalion Oil Corp filed this 8-K on March 31, 2026, reporting on events of March 30, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 3.02 | Unregistered Sale of Equity Securities. |
On March 30, 2026, Battalion Oil Corporation (the “Company”) issued 1,800,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to Luminus Energy Partners Master Fund, Ltd. (“Luminus”) upon the conversion of 7,803 shares of the Company’s Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”). The conversion was calculated in accordance with the terms of the Series A-2 Preferred Stock, including adjustments provided in respect of any Unpaid Dividend Accrual (as defined in the Company’s Certificate of Incorporation, as amended), and using a conversion price of $6.21 per share.
As previously disclosed, the Series A-2 Preferred Stock was issued, pursuant to that certain Purchase Agreement (the “Series A-2 Purchase Agreement”) entered into on December 15, 2023, by and among the Company and each of the purchasers set forth on Schedule A thereto (the “Series A-2 Purchasers” and the purchase and sale of such shares of Series A-2 Preferred Stock, the “Series A-2 Preferred Stock Transaction”).
The Series A-2 Purchasers, including Luminus, and/or their respective affiliates, consisted of our largest three (3) shareholders whose appointed representatives made up fifty percent (50%) of our board of directors. The Series A-2 Preferred Stock Transaction, including the Common Stock issuable upon the conversion of the Series A-2 Preferred Stock, was approved by our board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A-2 Preferred Stock Transaction.
Issuance of the Common Stock was undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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March 31, 2026 | By: | /s/ Walter Mayer |
| Name: | Walter Mayer |
| Title: | Senior Vice President, General Counsel |
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