BATL Battalion Oil Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2024 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (832) 538-0300

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(Former name or former address, if changed since last report)

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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:

◻    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))

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Securities registered pursuant to Section 12(b) of the Act:

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. ◻
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On January 5, 2024, Battalion Oil Corporation (the “Company”) received written notice (the “Notice”) on behalf of the NYSE American LLC indicating that, since the Company did not have an annual meeting of stockholders for the fiscal year ended December 31, 2022 by December 31, 2023 (the “2023 Annual Meeting”), the Company is not in compliance with its continued listing standards set forth in Section 704 of the NYSE American Company Guide (the “Company Guide”). The Company has scheduled its 2023 Annual Meeting to be held on February 7, 2024, at 11:00 a.m., Central Time, at Two Memorial City Plaza, 820 Gessner Road, Live Oak Training Center (Room 107), Houston, Texas 77024, at which time the Company expects to regain compliance with Section 704 of the Company Guide.

On January 9, 2024, in accordance with Section 402(g) of the Company Guide, the Company issued a press release disclosing receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Battalion Oil Corporation Receives
Notice of Non-Compliance From NYSE American

January 9, 2024 | Source: Battalion Oil Corporation

Houston, Texas, Jan. 9, 2024 (GLOBE NEWSWIRE) –  

Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced that on January 5, 2024 it received official notice on behalf of the NYSE American LLC indicating that, because the Company did not hold an annual meeting of stockholders during its fiscal year ended December 31, 2023, the Company is not in compliance with its continued listing standards set forth in Section 704 of the NYSE American Company Guide.  

The Company expect to regain compliance with the NYSE American’s continued listing standards once the 2023 annual meeting of stockholder is held, which meeting has been scheduled for February 7, 2024, at 11:00 a.m., Central Time, at Two Memorial City Plaza, 820 Gessner Road, Live Oak Training Center (Room 107), Houston, Texas 77024.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as "expects", "believes", "intends", "anticipates", "plans", "estimates", “projects,” "potential", "possible", or "probable" or statements that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“SEC”), copies of which may be obtained from the SEC's website at www.sec.gov or through the Company's website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.

About Battalion

Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

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Contact

BATTALION OIL CORPORATION
Matthew B. Steele
Chief Executive Officer
832-538-0300 | www.battalionoil.com

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