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): October 4, 2021
HighPeak Energy, Inc. |
| (Exact name of registrant as specified in its charter) |
Delaware | 333-235313 | 84-3533602 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | |
421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102 |
| (address of principal executive offices) (zip code) |
| | | |
(817) 850-9200 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 | | HPK | | The Nasdaq Stock Market LLC |
| Warrant | | HPKEW | | The Nasdaq Stock Market LLC |
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 October 1, 2021, HighPeak Energy, Inc. (the “Company”) entered into the Second Amendment (the “Second Amendment”) to the credit agreement, dated December 17, 2020 (as amended by the first amendment to the credit agreement dated June 23, 2021 the “Credit Agreement”), dated December 17, 2020, among the Company, as borrower, Fifth Third Bank, National Association (“Fifth Third”), as administrative agent, and the lenders from time to time party thereto.
The Second Amendment, among other things, (i) completed a semi-annual borrowing base redetermination process, which increased the borrowing base from $125 million to $195 million and (ii) modified the terms of the Credit Agreement to increase the aggregate elected commitments from $125 million to $195 million.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Securities Act”), as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | | Description of Exhibit |
| 10.1± | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ± | Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. HighPeak Energy agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
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.
| HIGHPEAK ENERGY, INC. | |
| | | |
| Date: October 4, 2021 | | | |
| By: | /s/ Steven W. Tholen | |
| Name: | Steven W. Tholen | |
| Title: | Chief Financial Officer | |
