Current Report Filing (8-k)
October 19 2018 - 11:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 15, 2018
CARBON
ENERGY CORPORATION
|
(Exact
name of registrant as specified in charter)
|
Delaware
|
|
000-02040
|
|
26-0818050
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
1700
Broadway, Suite 1170, Denver, Colorado
|
|
80290
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
|
(720)
407-7043
|
|
|
(Registrant’s
telephone number including area code)
|
|
|
|
|
|
(Former
Name or former address, if changed since last report)
|
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐ Written
communications 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-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 13a of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement
On October 15, 2018, Carbon
Energy Corporation, a Delaware corporation (“
Carbon
” or the “
Company
”), entered
into an amendment (the “
Amendment
”) of that certain Membership Interest Purchase Agreement (as amended,
supplemented or otherwise modified to date, the “
Purchase Agreement
”) by and among the Company, Old Ironsides
Energy Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“
OIE II-A
”), and
Old Ironsides Energy Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together with OIE II-A, the
“
Sellers
”) dated May 4, 2018. The Amendment extends the date after which either Carbon or the Sellers
may exercise certain termination rights from October 15, 2018 to November 6, 2018.
A
copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K. The material terms of the Purchase Agreement
are described in the Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 4, 2018. The
description of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to
the complete text of the Amendment.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
Number
|
|
Description
|
|
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10.1
|
|
Letter
Amendment, dated October 15, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides
Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
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CARBON
ENERGY CORPORATION
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October 19, 2018
|
|
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/s/
Patrick R. McDonald
|
|
Patrick R. McDonald,
|
|
Chief Executive
Officer
|
2
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