Item. 1.01 Entry into a Material
Definitive Agreement.
On
October 27, 2020, Ring Energy, Inc. (the “Company”) entered into the following agreements in connection with
offerings of its common stock, par value $0.001 per share (the “Common Stock”), warrants to purchase shares
of Common Stock, and pre-funded warrants to purchase its Common Stock (collectively, the “Securities”): (i)
an Underwriting Agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as representative
of the several underwriters listed on Schedule I thereto (the “Underwriters”), relating to an underwritten public
offering (the “Underwritten Offering”) of 8,343,000 shares of Common Stock, pre-funded warrants to purchase
up to an aggregate of 13,428,500 shares of Common Stock and warrants to purchase up to an aggregate of 21,771,500 shares of Common
Stock, with each share of Common Stock and accompanying common warrant sold at a combined public offering price of $0.70 and each
pre-funded warrant and accompanying common warrant being sold at a combined public offering price of $0.699, less certain underwriting
discounts and commissions; and (ii) a Securities Purchase Agreement (the “Securities Purchase Agreement”) with
an institutional investor relating to a direct registered offering (the “Direct Offering”) of 3,500,000 shares
of Common Stock, pre-funded warrants to purchase up to 3,300,000 shares of Common Stock and warrants to purchase up to 6,800,000
shares of Common Stock, with each share of Common Stock and accompanying common warrant sold at a combined offering price of $0.70
and each pre-funded warrant and accompanying common warrant being sold at a combined price of $0.699. The Underwriting Agreement
provides the Underwriters a 45-day option to purchase up to an additional 3,265,725 shares of Common Stock and/or 3,265,725 common
warrants to cover over-allotments, if any (the “Underwriters’ Option”). The Underwritten Offering and
the Registered Offering are referred to herein collectively as the “Offerings.”
The closing of each
of the Underwritten Offering and the Direct Offering is expected to take place on October 29, 2020, in each case subject to the
satisfaction of customary closing conditions. The Company estimates that the net proceeds from the Offerings will be approximately
$18.4 million, or approximately $20.5 million if the Underwriters exercise the Underwriters’ Option in full, in each case
after deducting underwriting discounts, financial advisory fees, commissions and estimated offering expenses. The Company expects
to use the net proceeds from the Offerings for working capital purposes and other general corporate purposes.
The
Securities are being offered pursuant to an effective registration statement on Form S-3 (File No. 333-237988),
as well as a prospectus supplement in connection with each of the Underwritten Offering and the Direct Offering, respectively,
in each case filed with the Securities and Exchange Commission.
Each
of the Underwriting Agreement and Securities Purchase Agreement contains customary representations, warranties, covenants and agreements
by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters (as applicable),
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement and the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Pursuant
to a placement agency agreement (the “Placement Agency Agreement”), the Company engaged A.G.P./Alliance Global
Partners (the “Placement Agent”) as the Placement Agent in connection with the Direct Offering. The Company
agreed to pay the Placement Agent a fee of 6% of the gross proceeds.
The
foregoing descriptions of the Underwriting Agreement, the Securities Purchase Agreement and the Placement Agency Agreement are
qualified in their entirety by reference to the full text of the Underwriting Agreement, the Securities Purchase Agreement and
the Placement Agency Agreement, which are attached as Exhibits 1.1, 4.1 and 10.1 to this Current Report on Form 8-K and
incorporated in this Item 1.01 by reference. A copy of the opinions of Dickinson Wright PLLC as to the legality of the Securities
to be issued and sold in the Offerings are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K. The
forms of common warrant and pre-funded warrant for the Underwritten Offering are attached as Exhibits 4.2 and 4.3, respectively,
to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. The forms of common warrant and pre-funded
warrant for the Registered Offering are attached as Exhibits 4.4 and 4.5, respectively, to this Current Report on Form 8-K and
incorporated in this Item 1.01 by reference.