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 20, 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 20, 2021, HighPeak Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the other underwriters listed in Schedule VI to the Underwriting Agreement (collectively, the “Underwriters”), relating to the previously announced public offering of common stock, par value $0.0001 per share, of the Company (the “Company Stock” and such offering the “Equity Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 330,000 additional shares of Common Stock.
The Equity Offering is expected to close on October 25, 2021, subject to customary closing conditions. The Company intends to use the approximately $20.7 million of net proceeds from the Equity Offering for general corporate purposes which may include accelerating its drilling program and development activities and to fund further bolt-on acquisitions.
The Equity Offering was made pursuant to a prospectus, dated October 20, 2021, filed as part of the Company’s registration statement (File No. 333-258853) that was declared effective on October 20, 2021.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 20, 2021, HighPeak Energy, Inc. (the "Company") issued a press release announcing the pricing of the Equity Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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 |
| 1.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 22, 2021 | | | |
| | By: | /s/ Steven W. Tholen | |
| | Name: | Steven W. Tholen | |
| | Title: | Chief Financial Officer | |
