Amended Current Report Filing (8-k/a)
15 Giugno 2022 - 12:08PM
Edgar (US Regulatory)
0001006655
false
0001006655
2022-04-01
2022-04-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 1, 2022
Evolution Petroleum Corporation
(Exact name of registrant as specified in its charter)
001-32942
(Commission File Number)
Nevada |
|
41-1781991 |
(State or Other Jurisdiction of Incorporation) |
|
(I.R.S. Employer Identification No.) |
1155 Dairy Ashford Road, Suite 425, Houston, Texas |
|
77079 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(713) 935-0122
(Registrant’s Telephone Number, Including
Area Code)
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 (see General Instruction
A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange On Which
Registered |
Common Stock, $0.001 par value |
|
EPM |
|
NYSE American |
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 o |
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2022, Evolution Petroleum
Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to announce the
closing of the Company’s acquisition of non-operated oil and natural gas assets in the Jonah Field in Sublette County, Wyoming
(the “Transaction”) from Exaro Energy III, LLC (“Exaro” or the “Seller”), for a final purchase
price of $27.5 million, before customary purchase price adjustments. The Transaction encompassed substantially all of the
Seller’s assets. The Transaction had an effective date of February 1, 2022 and a closing date of April 1, 2022. This Current
Report on Form 8-K/A (the “Amendment”) amends and supplements the Initial Report to provide the financial statements for
the properties acquired in the Transaction (the “Acquired Jonah Properties”) and the pro forma financial information
required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment
should be read in connection with the Initial Report, which provides a more complete description of the Transaction.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
of Business Acquired. Audited consolidated financial statements of Exaro and its subsidiaries comprised of the consolidated balance
sheets as of December 31, 2021 and 2020, and the related consolidated statements of operations, statements of changes in members’
equity and statements of cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes to the
consolidated financial statements, are included in this filing as Exhibit 99.1 to this Current Report on Form 8-K/A.
Unaudited condensed consolidated financial statements
of Exaro and its subsidiaries comprised of the unaudited condensed consolidated balance sheets as of March 31, 2022, and the related unaudited
condensed consolidated statements of operations, statements of changes in members’ equity and statements of cash flows for the three
months ended March 31, 2022, and the related notes to the unaudited condensed consolidated financial statements, are included in this
filing as Exhibit 99.2 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial
Information. The unaudited pro forma condensed combined financial information of the Company as of March 31, 2022, and for the
nine months ended March 31, 2022 and the year ended June 30, 2021, are set forth in Exhibit 99.3 to this Current Report on Form 8-K/A.
(d) Exhibits.
Exhibit No. |
|
Descriptions |
23.1 |
|
Consent of Weaver and Tidwell, L.L.P. |
23.2 |
|
Consent of Netherland, Sewell & Associates, Inc. |
99.1 |
|
The audited consolidated balance sheets of Exaro Energy III LLC as of December 31, 2021 and 2020, and the audited consolidated statements of operations, statements of changes in members’ equity and statements of cash flows of Exaro Energy III LLC, for the years ended December 31, 2021 and 2020, and the notes related thereto. |
99.2 |
|
The
unaudited consolidated balance sheets of Exaro Energy III LLC as of March 31, 2022 and the unaudited consolidated statements of
operations, statements of changes in members’ equity and statements of cash flows of Exaro Energy III LLC, for the three
months ended March 31, 2022, and the related notes thereto. |
99.3 |
|
Unaudited Pro Forma Condensed Combined Financial Information of the Company as of March 31, 2022 and for the nine months ended March 31, 2022 and the year ended June 30, 2021. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
Evolution Petroleum Corporation |
|
|
(Registrant) |
|
|
|
Date: |
June 14, 2022 |
By: |
/s/ RYAN STASH |
|
|
Name: |
Ryan Stash |
|
|
Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
Grafico Azioni Evolution Petroleum (AMEX:EPM)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Evolution Petroleum (AMEX:EPM)
Storico
Da Set 2023 a Set 2024