Amended Current Report Filing (8-k/a)
April 23 2021 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 16, 2021
Battalion
Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-35467
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20-0700684
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1000 Louisiana St., Suite 6600
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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BATL
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NYSE American
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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 (see
General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
Explanatory Note
Battalion Oil Corporation
(the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”)
to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 23, 2021 (the “Original
Report”), to amend the information provided in Item 5.02 of the Original Report, related to the decision of certain
directors to not to stand for re-election as a director at the Company’s 2021 annual meeting of stockholders. Item 5.02 of the Original
Report is hereby amended as follows.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On April 16, 2021, William
T. Transier and Scott H. Germann, members of the board of directors (the “Board”) of the Company, notified
the Board that they do not intend to stand for re-election at the upcoming annual meeting of the stockholders (the “2021 Annual
Meeting”), which is scheduled to occur June 8, 2021. Mr. Transier currently serves as Chairman of the Board, Chair
of the Nominating and Corporate Governance Committee, Chair of the Audit Committee and a member of the Compensation Committee. Mr. Germann
currently serves as Chair of the Compensation Committee, member of the Reserves Committee and member of the Audit Committee. The decision
by each of Mr. Transier and Mr. Germann not to stand for re-election is not the result of a disagreement with the Company or
any of its subsidiaries on any matter relating to the Company’s operations, policies or practices. Copies of the resignation letters
of Messrs. Transier and Germann are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The Company expects both
Mr. Transier and Mr. Germann will continue to serve on the Board, and in their respective committee roles, until each of their terms expire
at the 2021 Annual Meeting. The size of the Board will be reduced to five (5) persons effective at the date of the 2021 Annual Meeting.
The Board has begun the process of identifying
suitable board candidates with the objective of adding one or more board members in due course.
Item 9.01
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Financial Statements and Exhibits
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Exhibit Index
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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Battalion Oil Corporation
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April 23, 2021
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By:
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/s/ Leah R. Kasparek
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Name:
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Leah R. Kasparek
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Title:
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Senior Vice President, Human Resources and Corporate Secretary
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