EON Resources Inc S-1/A, filed Nov 1, 2024
EON Resources Inc. (EONR)
As filed with the Securities and Exchange Commission on November 1, 2024
Registration No. 333-282803
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
(Amendment No. 1)
REGISTRATION STATEMENT
Under
The Securities Act of 1933
EON Resources Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 1311 | 85-4359124 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
3730 Kirby Drive, Suite 1200
Houston, TX
(713) 834-1145
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Dante Caravaggio
Chief Executive Officer
3730 Kirby Drive, Suite 1200
Houston, TX
(713) 834-1145
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Matthew Ogurick, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 421-4100
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
EON Resources Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-282803) (the “Registration Statement”) as an exhibits-only filing, solely to re-file Exhibit 5.1 which inadvertently contained a scrivener’s error regarding the aggregate total being registered. Accordingly, this Amendment consists only of the cover page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
| (a) | Exhibits. |
II-1
| * | Filed herewith. |
| ** | Previously filed. |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
II-2
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it met all the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in Houston, Texas, on November 1, 2024.
| EON RESOURCES INC. | ||
| By: | /s/ Mitchell B. Trotter | |
| Mitchell B. Trotter | ||
| Chief Financial Officer | ||
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Dante Caravaggio | Chief Executive Officer, President and Director | November 1, 2024 | ||
| Dante Caravaggio | (Principal Executive Officer) | |||
| /s/ Mitchell B. Trotter | Chief Financial Officer and Director | November 1, 2024 | ||
| Mitchell B. Trotter | (Principal Financial and Accounting Officer) | |||
| /s/ Byron Blount | Director | November 1, 2024 | ||
| Byron Blount | ||||
| /s/ Joseph V. Salvucci, Sr. | Director | November 1, 2024 | ||
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Joseph V. Salvucci, Sr.
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| /s/ Joseph V. Salvucci, Jr. | Director | November 1, 2024 | ||
| Joseph V. Salvucci, Jr. |
II-3
Exhibit 5.1
November 1, 2024
EON Resources Inc.
3730 Kirby Drive
Suite 1200
Houston, TX 77098
| Re: | Registration Statement on Form S-1 of EON Resources Inc. |
Ladies and Gentlemen:
We have acted as counsel to EON Resources Inc. , a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering for resale of up to an aggregate 1,847,963 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), consisting of (i) 260,000 shares of Class A Common Stock issued to certain Selling Securityholders in exchange for forgiveness of accounts payable (the “Exchange Shares”), (ii) 27,963 shares of Class A Common Stock (the “Pledge Shares”) issued to certain Selling Securityholders in connection with their agreement to pledge equity in favor of First International Bank & Trust (“FIBT”), (iii) 75,000 shares issued to a Selling Securityholder in connection with fees owed for consulting services (the “Consultant Shares”), (iv) up to 75,000 shares of Class A Common Stock (the “Private Warrant Shares”) issuable upon exercise of certain private warrants issued in connection with working capital loans (the “Private Warrants”) having an exercise price of $11.50 per share, (v) 60,000 shares of Class A Common Stock issued to a Selling Securityholder in connection with a separation and release agreement (the “2023 Settlement Agreement) effective December 17, 2023, and 150,000 shares of Class A Common Stock (together with the 60,000 shares, the “Settlement Shares”) issued to a Selling Securityholder in connection with a settlement and mutual release agreement (the “2024 Settlement Agreement” and together with the 2023 Settlement Agreement, the “Settlement Agreements”) effective May 6, 2024, and (vi) up to 1,200,000 shares of Class A Common Stock (the “A/P Warrant Shares” and together with the Private Warrant Shares, the “Warrant Shares”) issuable upon exercise of certain private warrants issued in connection with the forgiveness of certain accounts payable (the “A/P Warrants”) having an exercise price of $0.75 per share, each for the account of the persons listed as selling stockholders identified in the Registration Statement (the “Selling Securityholders”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
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EON Resources Inc. November 1, 2024 Page 2 |
In our capacity as corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
| 1. | the Registration Statement (including the prospectus contained therein); |
| 2. | the Second Amended and Restated Certificate of Incorporation of the Company, as amended; |
| 3. | the Amended and Restated Bylaws of the Company, as amended; |
| 4. | the Exchange Agreements (“Exchange Agreements”) with Dante Caravaggio, LLC, Mark Williams, Robert Barba, and Porter, Levay & Rose, Inc., pursuant to which, the Company agreed to exchange, in consideration of the surrender and termination of $260,000 in accounts payable, 260,000 shares of Common Stock at a price per share equal to $1.00 per share; |
| 5. | the Loan Agreement with FIBT, as amended; |
| 6. | the form of Private Warrants; |
| 7. | the Settlement Agreements; | |
| 8. | the form of A/P Warrant; and |
| 9. | certain Unanimous Written Consents of the Board of Directors of the Company and resolutions of the Board of Directors of the Company authorizing the transactions relating to the Exchange Agreements, the Private Warrants, the Loan Agreement, the Settlement Agreements, and the A/P Warrant, including the issuance of shares of Class A Common Stock thereunder. |
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EON Resources Inc. November 1, 2024 Page 3 |
In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies, and the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). In addition, we have assumed and not verified the accuracy as to the factual matters of each document we have reviewed and the accuracy of, and each applicable party’s full compliance with, any representations and warranties contained therein. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. Accordingly, we are relying upon (without any independent investigation thereof) the truth and accuracy of the statements, covenants, representations and warranties set forth in the documents we have reviewed.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:
| 1. | Each of the Exchange Shares, the Pledge Shares, the Consultant Shares, and the Settlement Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company and are validly issued, fully paid and non-assessable; |
| 2. | The shares issuable upon the exercise of the Private Warrants and the A/P Warrants have been duly authorized for issuance by all necessary corporate action on the part of the Company and, when issued and delivered against payment therefor upon exercise of the A/P Warrants or Private Warrants, as applicable, in accordance with the terms of the A/P Warrants or Private Warrants, as applicable, will be validly issued, fully paid and non-assessable. |
Our opinion is limited to applicable statutory provisions of the Delaware General Corporation Law (the “DGCL”) and the reported judicial decisions interpreting those laws, and federal laws of the United States of America to the extent referred to specifically herein. We are generally familiar with the DGCL as currently in effect and the judicial decisions thereunder and have made such inquiries and review of matters of fact and law as we determined necessary to render the opinions contained herein. We assume no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts. We express no opinion regarding the Securities Act, or any other federal or state laws or regulations.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ PRYOR CASHMAN LLP |