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): May 8, 2023
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 001-33999 | 95-3848122 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4350 Baker Road, Suite 400 Minnetonka, Minnesota | 55343 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 476-9800
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:
☐ | 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 | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 | NOG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Introductory Note
As previously announced, on January 5, 2023, Northern Oil and Gas, Inc. (the “Company”) completed its acquisition of certain oil and gas properties, interests and related assets in the Midland Basin (the “MPDC Assets”) pursuant to that certain purchase and sale agreement, dated as of October 18, 2022, as amended, by and among Midland Petro D.C. Partners, LLC, Collegiate Midstream LLC and the Company.
Item 8.01. | Other Events. |
The reserve report of Cawley, Gillespie & Associates, Inc. relating to the MPDC Assets’ estimated oil and gas reserves at December 31, 2022 is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
23.1 | Consent of Cawley, Gillespie & Associates, Inc. | |
99.1 | Cawley, Gillespie & Associates, Inc. Reserve Report of the MPDC Assets as of December 31, 2022 | |
104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 8, 2023 | NORTHERN OIL AND GAS, INC. | |||||
By | /s/ Erik J. Romslo | |||||
Erik J. Romslo | ||||||
Chief Legal Officer and Secretary |