BATL 8-K
Battalion Oil Corp (BATL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Item 1.01 | Entry into a Material Definitive Agreement. |
Preferred Stock Repurchase and Conversion Agreement
On August 7, 2026, Battalion Oil Corporation (the “Company”) entered into a Preferred Stock Repurchase and Conversion Agreement (the “Repurchase Agreement”) with Gen IV Investment Opportunities, LLC (“Gen IV”), pursuant to which (i) the Company agreed to repurchase from Gen IV 5,138 shares of the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and 6,578.11 shares of the Company’s Series A-1 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”), for an aggregate purchase price of $19,000,000 (the “Repurchase”), and (ii) Gen IV elected to convert 1,231.89 shares of Series A-1 Preferred Stock, 6,630 shares of the Company’s Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), 3,789 shares of the Company’s Series A-3 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-3 Preferred Stock”), and 3,789 shares of the Company’s Series A-4 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-4 Preferred Stock”), into an aggregate of 3,494,258 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Conversion”).
Following the closing of the transactions contemplated by the Repurchase Agreement, Gen IV no longer holds any shares of preferred stock of the Company. The shares of preferred stock repurchased by the Company will be retired and cancelled. The Repurchase Agreement also contains customary representations, warranties and covenants of each of the parties, as well as mutual releases of claims arising in connection with the transactions contemplated thereby.
Voting and Lock-Up Agreement
In connection with the Repurchase Agreement, on August 7, 2026, the Company and Gen IV entered into a Voting and Lock-Up Agreement (the “Voting Agreement”), pursuant to which Gen IV agreed, among other things, for a period of 12 months from the date of the Voting Agreement (or, if earlier, until Gen IV and its affiliates no longer hold any Voting Securities (as defined in the Voting Agreement)), (i) to vote, and to cause its affiliates to vote, the Voting Securities in favor of (A) the election of any director nominees of the Company in an uncontested election, and (B) the ratification of the Company’s independent registered public accounting firm, in each case as recommended by the Company’s board of directors; and (ii) to a customary lock-up with respect to its Lock-Up Securities (as defined in the Voting Agreement), subject to customary exceptions.
The foregoing descriptions of the Repurchase Agreement and Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Repurchase Agreement and Voting Agreement, copies of which are, respectively, filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.
Item 3.02 | Unregistered Sale of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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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Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
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10.1 | ||
10.2 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| BATTALION OIL CORPORATION | |
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August 7, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele |
| Title: | Chief Executive Officer |
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Exhibit 10.1
BATTALION OIL CORPORATION
PREFERRED STOCK REPURCHASE AND CONVERSION AGREEMENT
This Preferred Stock Repurchase and Conversion Agreement (this “Agreement”), dated August 7, 2026, is made by and between Gen IV Investment Opportunities, LLC, a Delaware limited liability company (“Seller”) and Battalion Oil Corporation, a Delaware corporation (the “Company”).
WHEREAS, Seller is the holder of 5,138 shares of the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”);
WHEREAS, Seller is the holder of 7,810 shares of the Company’s Series A-1 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”);
WHEREAS, Seller is the holder of 6,630 shares of the Company’s Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”);
WHEREAS, Seller is the holder of 3,789 shares of the Company’s Series A-3 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-3 Preferred Stock”);
WHEREAS, Seller is the holder of 3,789 shares of the Company’s Series A-4 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-4 Preferred Stock” and, collectively with the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Series A-3 Preferred Stock, the “Preferred Stock”);
WHEREAS, the rights, preferences and privileges of each series of Preferred Stock are governed by the applicable Certificate of Designation (each, a “Certificate of Designation”);
WHEREAS, upon the terms and subject to the conditions set forth herein, Seller desires to sell and transfer to the Company, and the Company desires to purchase from Seller, 5,138 shares of the Series A Preferred Stock (the “Series A Repurchase Shares”) and 6,578.11 shares of the Series A-1 Preferred Stock (the “Series A-1 Repurchase Shares” and, together with the Series A Repurchase Shares, the “Repurchase Shares”);
WHEREAS, the Certificate of Designations applicable to the Repurchase Shares requires that the Company obtain the consent of the holders of at least two-thirds (66 2/3%) of the then outstanding shares of each series of Preferred Stock, voting as separate classes, to effect the repurchase thereof other than, among other things, pro rata offers to purchase all, or a pro rata portion of, such Parity Stock (as defined therein);
WHEREAS, the Company has provided a notice to the other holders of Preferred Stock to provide such holders with the opportunity to participate, on the same economic terms and on a pro rata basis, in the Repurchase (as defined below) contemplated hereby, and none of such holders of Preferred Stock (other than Seller) have elected to participate in such Repurchase on the terms set forth herein;
WHEREAS, upon the terms and subject to the conditions set forth herein, Seller elects to convert, and the Company agrees to effect the conversion of, 1,231.89 shares of the Series A-1 Preferred Stock, 6,630 shares of the Series A-2 Preferred Stock, 3,789 shares of the Series A-3 Preferred Stock and 3,789 shares of the Series A-4 Preferred Stock (collectively, the “Converting Shares” and, together with the Repurchase Shares, the “Shares”) into an aggregate of 3,494,258 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”); and
WHEREAS, following the consummation of the transactions contemplated by this Agreement (the “Closing”), the Seller shall not hold any shares of Preferred Stock.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the parties have executed this Preferred Stock Repurchase and Conversion Agreement as of the date set forth above.
SELLER:
Gen IV Investment Opportunities, LLC | ||
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By: | /s/ Jeff Wade | |
Name: | Jeff Wade | |
Title: | Chief Compliance Officer | |
Address: | 250 West 55th Street, 31st Floor | |
| New York, New York 10019 | |
Email: | [***] | |
[Signature page to Preferred Stock Repurchase and Conversion Agreement]
IN WITNESS WHEREOF, the parties have executed this Preferred Stock Repurchase and Conversion Agreement as of the date set forth above.
COMPANY:
BATTALION OIL CORPORATION | | |
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By: | /s/ Matthew B. Steele | |
Name: | Matthew B. Steele | |
Title: | Chief Executive Officer | |
[Signature page to Preferred Stock Repurchase and Conversion Agreement]
EXHIBIT A
STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, Gen IV Investment Opportunities, LLC, a Delaware limited liability company (“Seller”) sells, assigns, and transfers 5,138 shares of Series A Redeemable Convertible Preferred Stock and 6,578.11 shares of Series A-1 Redeemable Convertible Preferred Stock of Battalion Oil Corporation, a Delaware corporation (the “Company”), to the Company, standing in Seller’s name on the Company’s books, and does irrevocably constitute and appoint the Company’s Secretary as its attorney to transfer such shares on the Company’s books with full power of substitution in the premises.
Dated:
[•]
SCHEDULE I
CONVERSION OF CONVERTING SHARES
Series of Preferred Shares | No. of Preferred Shares Converted | Conversion Price | Conversion Ratio | Common Shares Issued |
Series A-1 | 1,231.89 | $7.63 | 206.0367 | 253,815 |
Series A-2 | 6,630 | $6.21 | 242.5105 | 1,607,845 |
Series A-3 | 3,789 | $6.83 | 210.9305 | 799,216 |
Series A-4 | 3,789 | $6.42 | 219.9479 | 833,383 |
Total | 15,439.89 | - | - | 3,494,258 |
Exhibit 10.2
BATTALION OIL CORPORATION
VOTING AND LOCK-UP AGREEMENT
This Voting and Lock-Up Agreement (this “Agreement”), dated August 7, 2026, is made by and between Gen IV Investment Opportunities, LLC, a Delaware limited liability company (“Stockholder”), and Battalion Oil Corporation, a Delaware corporation (the “Company”).
WHEREAS, as of the date hereof, Stockholder and the Company have entered into that certain Preferred Stock Repurchase and Conversion Agreement (the “PSRCA”), pursuant to which, among other things, Stockholder is receiving 3,494,258 shares of the Company’s common stock, par value $0.0001 per share (the “Converted Common Shares”), in connection with the conversion of certain shares of the Company’s preferred stock, par value $0.0001 per share; and
WHEREAS, in consideration of the Company entering into, and consummating the transactions contemplated by, the PSRCA, Stockholder desires to, and desires to cause its affiliates to (i) vote the Voting Securities (as defined below) in accordance with this agreement and (ii) agree not to undertake certain actions with respect to the Converted Common Shares, in each case, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the parties have executed this Voting and Lock-Up Agreement as of the date set forth above.
STOCKHOLDER:
Gen IV Investment Opportunities, LLC | ||
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By: | /s/ Jeff Wade | |
Name: | Jeff Wade | |
Title: | Chief Compliance Officer | |
Address: | 250 West 55th Street, 31st Floor | |
| New York, New York 10019 | |
Email: | [***] | |
– Signature Page –
Voting and Lock-Up Agreement
IN WITNESS WHEREOF, the parties have executed this Voting and Lock-Up Agreement as of the date set forth above.
COMPANY:
BATTALION OIL CORPORATION | | |
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By: | /s/ Matthew B. Steele | |
Name: | Matthew B. Steele | |
Title: | Chief Executive Officer | |
– Signature Page –
Voting and Lock-Up Agreement