29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
(Address of Principal Executive Offices, Including Zip Code)
405-415-8699
(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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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, par value $0.001 per share
| | REPX
| | 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 ☐
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.
On September 1, 2023, Riley Exploration Permian, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Sales Agreement”) with Truist Securities, Inc., Janney Montgomery Scott LLC, and Roth Capital Partners, LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell from time to time up to $50,000,000 of shares of the Company’s common stock, par value $0.001 per share (“Shares”), through the Agents. The offer and sale of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-255104), dated April 7, 2021, as amended on May 6, 2021, that was declared effective by the Securities and Exchange Commission (the “Commission”) on May 12, 2021. A prospectus supplement relating to the offering of the Shares was filed with the Commission on September 1, 2023.
Sales of the Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the NYSE American or on any other existing trading market for the Company’s Shares. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with the Agents’ normal trading and sales practices, on mutually agreed terms between the Agents and the Company.
Under the terms of the Sales Agreement, the Company will pay the Agents a commission of up to an aggregate 3.0% of the gross proceeds of the Shares sold through them under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agents against certain liabilities, including for liabilities under the Securities Act, and termination provisions.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the opinion of Holland & Knight LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| Equity Distribution Agreement, dated September 1, 2023, by and among the Company, Truist Securities, Inc., Janney Montgomery Scott LLC, and Roth Capital Partners, LLC. |
| Opinion of Holland & Knight LLP. |
| Consent of Holland & Knight LLP (contained in Exhibit 5.1). |
| 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.
| | RILEY EXPLORATION PERMIAN, INC. |
| | | |
| Date: September 1, 2023 | By: | /s/ Philip Riley |
| | | Philip Riley |
| | | Chief Financial Officer |
