As filed with the Securities and Exchange Commission on October 23, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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95-3848122
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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601 Carlson Parkway, Suite 990
Minnetonka, Minnesota 55305
(952)
476-9800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Erik J. Romslo
General
Counsel and Secretary
601 Carlson Parkway, Suite 990
Minnetonka, Minnesota 55305
(952)
476-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
W.
Morgan Burns
Joshua L. Colburn
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90
South Seventh Street
Minneapolis, Minnesota 55402-3901
(612)
766-7000
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box: ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large Accelerated Filer
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☐
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Accelerated Filer
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☑
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Non-Accelerated
Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $.001 per share
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100,841,835
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$3.540
(2)
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$356,980,096
(2)
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$43,267
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(1)
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Represents (i) 77,230,539 shares of Common Stock issued and outstanding and (ii) 23,611,296 additional shares
of Common Stock that may be issued to the Selling Stockholders pursuant to Purchase and Sale Agreements with the registrant. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the Common Stock of the registrant
offered hereby shall be deemed to cover additional securities to be issued as a result of stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act, based on the average of the high and low prices of our Common Stock on the NYSE American on October 18, 2018. The proposed maximum offering price per share of Common Stock will be determined from time to time by the Selling
Stockholders named herein, or such additional Selling Stockholders as may be named in one or more prospectus supplements, in connection with, and at the time of, the sale by such Selling Stockholders of the shares of Common Stock registered
hereunder.
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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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this
registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.