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As filed with the Securities Exchange Commission on November 9, 2016
Registration No. 333-213113
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PETROSHARE CORP.
(Exact name of Registrant as specified in its charter)
| Colorado (State or other jurisdiction of incorporation or organization) | 1311 (Primary Standard Industrial Classification Code Number) | 46-1454523 (I.R.S. Employer Identification Number) |
7200 S. Alton Way, Suite B-220
Centennial, Colorado 80112
(303) 500-1160
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Stephen J. Foley
Chief Executive Officer
PetroShare Corp.
7200 S. Alton Way, Suite B-220
Centennial, Colorado 80112
(303) 500-1160
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
David J. Babiarz, Esq. James A. Liebscher, Esq. Polsinelli PC 1515 Wynkoop Street, Suite 600 Denver, Colorado 80202 (303) 572-9300 | Michael A. Hedge, Esq. Alexa M. Ekman, Esq. K&L Gates LLP 1 Park Plaza, Twelfth Floor Irvine, California 92614 (949) 253-0900 | |
Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company ý |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The sole purpose of this Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-213113) is to file certain exhibits to the Registration Statement as indicated in Item 16(a) of Part II of this Amendment. No change is made to Part I or Part II of the Registration Statement, other than Item 16(a) of Part II, and those items have therefore been omitted. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II, the signature page of the Registration Statement and the exhibits filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The following Exhibits are filed as part of this registration statement on Form S-1.
| | | Incorporated by Reference | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | |||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||
1.1 | Form of Underwriting Agreement | S-1 | 333-213113 | 1.1 | October 28, 2016 | ||||||||
2.1 | Letter Agreement between the Company and Phyllis Dowell, dated October 5, 2016 | 8-K | 333-198881 | 2.1 | October 12, 2016 | ||||||||
3.1 | Articles of Incorporation as filed with the Colorado Secretary of State on September 4, 2012 | S-1 | 333-198881 | 3.1 | September 22, 2014 | ||||||||
3.2 | Bylaws of the Company dated November 30, 2012 | S-1 | 333-198881 | 3.2 | September 22, 2014 | ||||||||
4.1 | Specimen stock certificate | S-1 | 333-198881 | 4.1 | November 5, 2014 | ||||||||
4.2 | Form of Warrant Agreement | S-1 | 333-198881 | 4.2 | August 27, 2015 | ||||||||
4.3 | Form of Underwriters' Warrant | S-1 | 333-213113 | 4.3 | October 28, 2016 | ||||||||
5.1 | Opinion of Polsinelli PC as to legality of securities being registered | X | |||||||||||
10.1 | Amended and Restated PetroShare Corp. Equity Incentive Plan dated August 18, 2016 | 8-K | 333-198881 | 10.1 | September 13, 2016 | ||||||||
10.2 | Form of Option Agreement | S-1 | 333-198881 | 10.2 | September 22, 2014 | ||||||||
10.3 | Form of Amended and Restated Employment Agreement | 8-K | 333-198881 | 10.2 | March 1, 2016 | ||||||||
10.4 | Executive Employment Agreement between the Company and William B. Lloyd, effective January 1, 2016 | 8-K | 333-198881 | 10.3 | March 1, 2016 | ||||||||
II-1
| | | Incorporated by Reference | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | |||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||
10.5 | Form of Subscription Agreement between the Company and investors in the Company's private placements | S-1 | 333-198881 | 10.5 | September 22, 2014 | ||||||||
10.6 | Settlement Agreement and Mutual General Release dated May 5, 2014 with Rancher Energy Corp. | S-1 | 333-198881 | 10.6 | September 22, 2014 | ||||||||
10.7 | Asset Purchase Agreement dated April 18, 2013 with Premier Energy Partners (I) LLC | S-1 | 333-198881 | 10.7 | September 22, 2014 | ||||||||
10.8 | Asset Purchase Agreement dated April 13, 2013 with Buck Peak, LLC | S-1 | 333-198881 | 10.8 | September 22, 2014 | ||||||||
10.9 | Form of Joint Operating Agreement | S-1 | 333-198881 | 10.9 | September 22, 2014 | ||||||||
10.10 | Participation Agreement dated August 1, 2013 with Royale Investments, LLC | S-1 | 333-198881 | 10.10 | September 22, 2014 | ||||||||
10.11 | Participation Agreement dated September 30, 2013 with U.S. Energy Development Co. | S-1 | 333-198881 | 10.11 | September 22, 2014 | ||||||||
10.12 | Participation Agreement dated November 1, 2013 with LLOCO, L.L.C. | S-1 | 333-198881 | 10.12 | September 22, 2014 | ||||||||
10.13 | Separation Agreement dated August 9, 2013 between the Company and Steven K. Garrison | S-1 | 333-198881 | 10.13 | November 5, 2014 | ||||||||
10.14 | Separation Agreement dated August 16, 2013 between the Company and Christopher N. Dilapo | S-1 | 333-198881 | 10.14 | November 5, 2014 | ||||||||
II-2
| | | Incorporated by Reference | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | |||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||
10.15 | Agreement for Services dated November 12, 2014 between the Company and Kingdom Resources, LLC | 8-K | 333-198881 | 10.1 | March 5, 2015 | ||||||||
10.16 | Revolving Line of Credit Facility Agreement dated May 13, 2015 between the Company and Providence Energy Operators, LLC | 10-Q | 333-198881 | 10.1 | May 15, 2015 | ||||||||
10.17 | Promissory Note dated May 13, 2015 | 10-Q | 333-198881 | 10.2 | May 15, 2015 | ||||||||
10.18 | Form of Deed of Trust | 10-Q | 333-198881 | 10.3 | May 15, 2015 | ||||||||
10.19 | Participation Agreement dated May 13, 2015 | 10-Q | 333-198881 | 10.4 | May 15, 2015 | ||||||||
10.20 | Form of Lock-Up Agreement between Noble Financial Capital Markets and officers and directors of the Company | S-1 | 333-198881 | 10.20 | September 4, 2015 | ||||||||
10.21 | Extension of Agreement for Services dated September 2, 2015 between the Company and Kingdom Resources, LLC | 8-K | 333-198881 | 10.1 | September 8, 2015 | ||||||||
10.22 | First Amendment to Revolving Line of Credit Facility Agreement, dated February 24, 2016 | 8-K | 333-198881 | 10.1 | March 1, 2016 | ||||||||
10.23 | Purchase and Sale Agreement between the Company and Kerr-McGee Oil & Gas Onshore LP, dated March 31, 2016 | 8-K | 333-198881 | 10.1 | April 6, 2016 | ||||||||
10.24 | Letter Agreement between the Company and The Equinox Group LLC, executed April 14, 2016 | 8-K | 333-198881 | 10.1 | April 19, 2016 | ||||||||
II-3
| | | Incorporated by Reference | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | |||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||
10.25 | Purchase and Sale Agreement between the Company and PDC Energy, Inc., dated May 27, 2016 | 8-K | 333-198881 | 10.1 | June 3, 2016 | ||||||||
10.26 | Revolving Line of Credit Facility, dated October 13, 2016, between the Company and Providence Energy Partners III, LP | 8-K | 333-198881 | 10.1 | October 18, 2016 | ||||||||
14.1 | Code of Ethics, dated March 1, 2016 | 8-K | 333-198881 | 14.1 | March 1, 2016 | ||||||||
16.1 | Letter from StarkSchenkein, LLP to the U.S. Securities and Exchange Commission, dated May 6, 2015 | 8-K | 333-198881 | 16.1 | May 7, 2015 | ||||||||
23.1 | Consent of StarkSchenkein, LLP | S-1 | 333-213113 | 23.1 | October 31, 2016 | ||||||||
23.2 | Consent of SingerLewak, LLP | S-1 | 333-213113 | 23.1 | October 31, 2016 | ||||||||
23.3 | Consent of Polsinelli PC (included in Exhibit 5.1) | X | |||||||||||
23.4 | Consent of Cawley, Gillespie & Associates, Inc. | S-1 | 333-213113 | 23.4 | October 21, 2016 | ||||||||
24 | Power of Attorney (included on signature page) | ||||||||||||
99.1 | Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers relating to Proved Reserves, dated September 2, 2016 | S-1 | 333-213113 | 99.1 | October 21, 2016 | ||||||||
101.INS | XBRL Instance Document | S-1 | 333-213113 | 101.INS | October 31, 2016 | ||||||||
101.SCH | XBRL Schema Document | S-1 | 333-213113 | 101.SCH | October 31, 2016 | ||||||||
101.CAL | XBRL Calculation Linkbase Document | S-1 | 333-213113 | 101.CAL | October 31, 2016 | ||||||||
II-4
| | | Incorporated by Reference | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | |||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||
101.DEF | XBRL Definition Linkbase Document | S-1 | 333-213113 | 101.DEF | October 31, 2016 | ||||||||
101.LAB | XBRL Label Linkbase Document | S-1 | 333-213113 | 101.LAB | October 31, 2016 | ||||||||
101.PRE | XBRL Presentation Linkbase Document | S-1 | 333-213113 | 101.PRE | October 31, 2016 | ||||||||
II-5
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado on November 9, 2016.
| PETROSHARE CORP. (Registrant) | ||||
By: | /s/ STEPHEN J. FOLEY | |||
| Stephen J. Foley | ||||
| Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| * Bill M. Conrad | Chairman of the Board | November 9, 2016 | ||||
/s/ STEPHEN J. FOLEY Stephen J. Foley | Chief Executive Officer and Director (Principal Executive Officer) | November 9, 2016 | ||||
/s/ PAUL D. MANISCALCO Paul D. Maniscalco | Chief Financial Officer (Principal Financial and Accounting Officer) | November 9, 2016 | ||||
* Frederick J. Witsell | President and Director | November 9, 2016 | ||||
* Scott C. Chandler | Director | November 9, 2016 | ||||
* James H. Sinclair | Director | November 9, 2016 | ||||
* Douglas R. Harris | Director | November 9, 2016 | ||||
*By: | /s/ STEPHEN J. FOLEY as Attorney-in-Fact | |||||
II-6
The following Exhibits are filed as part of this registration statement on Form S-1.
| | | Incorporated by Reference | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | ||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||
1.1 | Form of Underwriting Agreement | S-1 | 333-213113 | 1.1 | October 28, 2016 | |||||||||
2.1 | Letter Agreement between the Company and Phyllis Dowell, dated October 5, 2016 | 8-K | 333-198881 | 2.1 | October 12, 2016 | |||||||||
3.1 | Articles of Incorporation as filed with the Colorado Secretary of State on September 4, 2012 | S-1 | 333-198881 | 3.1 | September 22, 2014 | |||||||||
3.2 | Bylaws of the Company dated November 30, 2012 | S-1 | 333-198881 | 3.2 | September 22, 2014 | |||||||||
4.1 | Specimen stock certificate | S-1 | 333-198881 | 4.1 | November 5, 2014 | |||||||||
4.2 | Form of Warrant Agreement | S-1 | 333-198881 | 4.2 | August 27, 2015 | |||||||||
4.3 | Form of Underwriters' Warrant | S-1 | 333-213113 | 4.3 | October 28, 2016 | |||||||||
5.1 | Opinion of Polsinelli PC as to legality of securities being registered | X | ||||||||||||
10.1 | Amended and Restated PetroShare Corp. Equity Incentive Plan dated August 18, 2016 | 8-K | 333-198881 | 10.1 | September 13, 2016 | |||||||||
10.2 | Form of Option Agreement | S-1 | 333-198881 | 10.2 | September 22, 2014 | |||||||||
10.3 | Form of Amended and Restated Employment Agreement | 8-K | 333-198881 | 10.2 | March 1, 2016 | |||||||||
10.4 | Executive Employment Agreement between the Company and William B. Lloyd, effective January 1, 2016 | 8-K | 333-198881 | 10.3 | March 1, 2016 | |||||||||
10.5 | Form of Subscription Agreement between the Company and investors in the Company's private placements | S-1 | 333-198881 | 10.5 | September 22, 2014 | |||||||||
| | | Incorporated by Reference | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | ||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||
10.6 | Settlement Agreement and Mutual General Release dated May 5, 2014 with Rancher Energy Corp. | S-1 | 333-198881 | 10.6 | September 22, 2014 | |||||||||
10.7 | Asset Purchase Agreement dated April 18, 2013 with Premier Energy Partners (I) LLC | S-1 | 333-198881 | 10.7 | September 22, 2014 | |||||||||
10.8 | Asset Purchase Agreement dated April 13, 2013 with Buck Peak, LLC | S-1 | 333-198881 | 10.8 | September 22, 2014 | |||||||||
10.9 | Form of Joint Operating Agreement | S-1 | 333-198881 | 10.9 | September 22, 2014 | |||||||||
10.10 | Participation Agreement dated August 1, 2013 with Royale Investments, LLC | S-1 | 333-198881 | 10.10 | September 22, 2014 | |||||||||
10.11 | Participation Agreement dated September 30, 2013 with U.S. Energy Development Co. | S-1 | 333-198881 | 10.11 | September 22, 2014 | |||||||||
10.12 | Participation Agreement dated November 1, 2013 with LLOCO, L.L.C. | S-1 | 333-198881 | 10.12 | September 22, 2014 | |||||||||
10.13 | Separation Agreement dated August 9, 2013 between the Company and Steven K. Garrison | S-1 | 333-198881 | 10.13 | November 5, 2014 | |||||||||
10.14 | Separation Agreement dated August 16, 2013 between the Company and Christopher N. Dilapo | S-1 | 333-198881 | 10.14 | November 5, 2014 | |||||||||
10.15 | Agreement for Services dated November 12, 2014 between the Company and Kingdom Resources, LLC | 8-K | 333-198881 | 10.1 | March 5, 2015 | |||||||||
10.16 | Revolving Line of Credit Facility Agreement dated May 13, 2015 between the Company and Providence Energy Operators, LLC | 10-Q | 333-198881 | 10.1 | May 15, 2015 | |||||||||
| | | Incorporated by Reference | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | ||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||
10.17 | Promissory Note dated May 13, 2015 | 10-Q | 333-198881 | 10.2 | May 15, 2015 | |||||||||
10.18 | Form of Deed of Trust | 10-Q | 333-198881 | 10.3 | May 15, 2015 | |||||||||
10.19 | Participation Agreement dated May 13, 2015 | 10-Q | 333-198881 | 10.4 | May 15, 2015 | |||||||||
10.20 | Form of Lock-Up Agreement between Noble Financial Capital Markets and officers and directors of the Company | S-1 | 333-198881 | 10.20 | September 4, 2015 | |||||||||
10.21 | Extension of Agreement for Services dated September 2, 2015 between the Company and Kingdom Resources, LLC | 8-K | 333-198881 | 10.1 | September 8, 2015 | |||||||||
10.22 | First Amendment to Revolving Line of Credit Facility Agreement, dated February 24, 2016 | 8-K | 333-198881 | 10.1 | March 1, 2016 | |||||||||
10.23 | Purchase and Sale Agreement between the Company and Kerr-McGee Oil & Gas Onshore LP, dated March 31, 2016 | 8-K | 333-198881 | 10.1 | April 6, 2016 | |||||||||
10.24 | Letter Agreement between the Company and The Equinox Group LLC, executed April 14, 2016 | 8-K | 333-198881 | 10.1 | April 19, 2016 | |||||||||
10.25 | Purchase and Sale Agreement between the Company and PDC Energy, Inc., dated May 27, 2016 | 8-K | 333-198881 | 10.1 | June 3, 2016 | |||||||||
10.26 | Revolving Line of Credit Facility, dated October 13, 2016, between the Company and Providence Energy Partners III, LP | 8-K | 333-198881 | 10.1 | October 18, 2016 | |||||||||
14.1 | Code of Ethics, dated March 1, 2016 | 8-K | 333-198881 | 14.1 | March 1, 2016 | |||||||||
| | | Incorporated by Reference | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit No. | | Filed Herewith | ||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||
16.1 | Letter from StarkSchenkein, LLP to the U.S. Securities and Exchange Commission, dated May 6, 2015 | 8-K | 333-198881 | 16.1 | May 7, 2015 | |||||||||
23.1 | Consent of StarkSchenkein, LLP | S-1 | 333-213113 | 23.1 | October 31, 2016 | |||||||||
23.2 | Consent of SingerLewak, LLP | S-1 | 333-213113 | 23.1 | October 31, 2016 | |||||||||
23.3 | Consent of Polsinelli PC (included in Exhibit 5.1) | X | ||||||||||||
23.4 | Consent of Cawley, Gillespie & Associates, Inc. | S-1 | 333-213113 | 23.4 | October 21, 2016 | |||||||||
24 | Power of Attorney | |||||||||||||
99.1 | Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers relating to Proved Reserves, dated September 2, 2016 | S-1 | 333-213113 | 99.1 | October 21, 2016 | |||||||||
101.INS | XBRL Instance Document | S-1 | 333-213113 | 101.INS | October 31, 2016 | |||||||||
101.SCH | XBRL Schema Document | S-1 | 333-213113 | 101.SCH | October 31, 2016 | |||||||||
101.CAL | XBRL Calculation Linkbase Document | S-1 | 333-213113 | 101.CAL | October 31, 2016 | |||||||||
101.DEF | XBRL Definition Linkbase Document | S-1 | 333-213113 | 101.DEF | October 31, 2016 | |||||||||
101.LAB | XBRL Label Linkbase Document | S-1 | 333-213113 | 101.LAB | October 31, 2016 | |||||||||
101.PRE | XBRL Presentation Linkbase Document | S-1 | 333-213113 | 101.PRE | October 31, 2016 | |||||||||
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX