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):January 21, 2020
Battalion OilCORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35467 | | 20-0700684 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1000 Louisiana St., Suite 6600
Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(832) 538-0300
Halcón Resources Corporation
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
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):
¨ 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))
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 21, 2020 (the “Effective Date”), Battalion Oil Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, to effect a change of the Company’s corporate name from “Halcón Resources Corporation” to “Battalion Oil Corporation” (the “Name Change”). The board of directors of the Company (the “Board”) approved the Name Change pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, under which stockholder approval is not required to effect a corporate name change.
In connection with the Name Change, the Board also approved and authorized an amendment to the Company’s bylaws, pursuant to which the Company the adopted, as of the Effective Date, the Seventh Amended and Restated Bylaws (the “Amended Bylaws”); except for the Name Change, the Company’s bylaws, remain unchanged and in full force and effect.
The foregoing summary of the Certificate of Amendment and Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, as filed, and the Amended Bylaws, copies of which are attached hereto asExhibit 3.1 andExhibit 3.2, respectively, and are incorporated herein by reference.
On January 27, 2020, the Company issued a press release announcing, among other things, the Name Change, a copy of the press release is attached hereto asExhibit 99.1. The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, includingExhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing underSecurities Act of 1933, as amended,or theExchange Act, whether made before or after the date of this Current Report, except as expressly provided by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Battalion OilCORPORATION |
| | |
| | | |
| January 27, 2020 | By: | /s/ Richard H. Little |
| | Name: | Richard H. Little |
| | Title: | Chief Executive Officer |
