UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2020
TRANSATLANTIC PETROLEUM LTD. |
(Exact name of registrant as specified in its charter) |
Bermuda | 001-34574 | None |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | | Identification No.) |
16803 Dallas Parkway, Suite 200 Addison, Texas | | 75001 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 220-4323
(Former name or former address, if changed since last report)
_______________________________
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):
| |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 | | | | | | | | Ticker Symbol | | | | | | | | Name of each exchange on which registered |
Common shares, par value $0.10 | | | | | | | | TAT | | | | | | | | 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 3.02 Unregistered Sales of Equity Securities.
On September 30, 2020, TransAtlantic Petroleum Ltd. (the “Company”) issued an aggregate of 7,749,267 common shares (the “Shares”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), to holders of the Company’s 12.0% Series A Convertible Redeemable Preferred Shares (the “Series A Preferred Shares”) as payment of the quarterly dividend on the Series A Preferred Shares. Each Share was issued at a price of $0.2377 per Share, which was equal to the 15-day volume weighted average price through the close of trading of the common shares on the NYSE American on September 14, 2020.
The Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act provided by Section 4(2) and Rule 506 of Regulation D under the Securities Act (“Regulation D”) for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D). Each investor represented to the Company that it is an “accredited investor.” The Shares also contained appropriate transfer restriction legends.
Item 7.01 Regulation FD Disclosure.
On September 30, 2020, the Company issued a press release announcing the payment of the third quarter of 2020 dividend on the Series A Preferred Shares. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8‑K in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
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Date: | September 30, 2020 | | |
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| | TRANSATLANTIC PETROLEUM LTD. |
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| | By: | /s/ Tabitha Bailey |
| | | Tabitha Bailey |
| | | Vice President, General Counsel, and Corporate Secretary |
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