Securities Registration Statement (simplified Form) (s-3/a)
February 19 2021 - 12:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 19, 2021
Registration No. 333-249538
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PHX MINERALS INC.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
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73-10557755
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(State or Other Jurisdiction
Identification No.)
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(IRS Employer of Incorporation)
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1601 NW Expressway, Suite 1100
Oklahoma City, Oklahoma 73118
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chad L. Stephens
Chief Executive Officer
PHX Minerals Inc.
1601 NW Expressway, Suite 1100
Oklahoma City, Oklahoma 73118
(405) 948-1560
(Name, address, and telephone number, including area code, of agent for service)
With a copy to:
Mark L. Jones, Esq.
Baker & Hostetler LLP
811 Main Street, Suite 1100
Houston, Texas 77002
Telephone: (713) 646-1395
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, please 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:
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-3 of PHX Minerals Inc. (File No. 333-249538) (the “Registration Statement”) is being filed as an exhibit-only filing to file an updated opinion and consent of Derrick & Briggs, LLP, filed herewith as Exhibit 5.1 (the “Opinion”) and Exhibit 23.3 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the Opinion and Consent filed herewith as Exhibit 5.1 and Exhibit 23.3, respectively. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this registration statement.
* Filed herewith.
** To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K or other SEC filing in connection with an offering of securities.
***To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of Oklahoma, on February 19, 2021.
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PHX Minerals Inc.
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/s/ Chad L. Stephens
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Chad L. Stephens
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Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Capacity
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Date
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/s/ Chad L. Stephens
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Chief Executive Officer
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February 19, 2021
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Chad L. Stephens
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(Principal Executive Officer)
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/s/ Ralph D’Amico
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Chief Financial Officer and Secretary
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February 19, 2021
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Ralph D’Amico
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(Principal Financial and Accounting Officer)
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*
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February 19, 2021
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Mark T. Behrman
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Director
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*
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February 19, 2021
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Lee M. Canaan
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Director
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*
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February 19, 2021
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Peter B. Delaney
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Director
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*
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February 19, 2021
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Christopher T. Fraser
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Director
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* /s/ Ralph D’Amico
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Attorney-in-Fact
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