LLEX Lilis Energy Inc

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LILIS ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada   (State or other jurisdiction of incorporation or organization)		74-3231613   (I.R.S. Employer Identification Number)

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 par value per share	46,314,578 (1)(2)	(3)	$1 (3)	$0 (3)

(1)	Represents shares of common stock that may be offered and sold by the selling stockholders and consists of (i) 17,641,638 outstanding shares of common stock, and (ii) 28,672,940 shares of common stock estimated by the registrant to be issuable upon conversion of outstanding shares of preferred stock.

(2)	Pursuant to Rule 416(a) under the Securities Act, the number of shares of common stock being registered hereunder includes such indeterminate number of additional shares of common stock as may become issuable as a result of any stock dividend, split, combination or similar transaction.

(3)

In accordance with Rule 415(a)(6) under the Securities Act, this Amendment No. 1 to Registration Statement does not register any new securities but carries forward 46,314,578 unsold shares of common stock that were previously registered and offered by the Registrant pursuant to the initial filing of this registration statement on Form S-3 (File No. 333-230343), which was filed with the Commission on March 15, 2019. In connection with the initial registration of such unsold shares of common stock on the Registration Statement, the Registrant previously paid the applicable registration fee which will continue to be applied to such unsold shares of common stock included on this Registration Statement. Accordingly, the amount of the registration fee is $0 because no additional securities are being registered on this Registration Statement.

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 Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-230343 is being filed to correct an inadvertent error made with respect to one of the named entities in the Selling Stockholders Table. The Värde Skyway Master Fund, L.P. was improperly listed as a Selling Stockholder in lieu of The Värde Skyway Fund, L.P.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 29, 2019

PROSPECTUS

LILIS ENERGY, INC.

46,314,578 Shares of Common Stock

The selling stockholders named in this prospectus or to be named in one or more prospectus supplements may offer and sell, in one or more offerings from time to time, up to 46,314,578 shares of common stock at prices and on terms that will be determined at or prior to the time of the offering. These shares consist of:

•	up to 17,641,638 outstanding shares of common stock; and

•	up to 28,672,940 shares of common stock issuable upon conversion of outstanding shares of our Series E 8.25% Convertible Participating Preferred Stock.

We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders. To the extent any of the warrants referred to above are exercised for cash, we will receive the exercise price for the warrants.

Our common stock is listed on the NYSE American under the symbol “LLEX”. On March 28, 2019, the last reported sale price of our common stock on the NYSE American was $1.19 per share.

An investment in our common stock involves a high degree of risk. See “Risk Factors” on page 2 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2019.

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TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	i
ABOUT LILIS ENERGY, INC.	1
RISK FACTORS	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	3
USE OF PROCEEDS	4
SELLING STOCKHOLDERS	5
PLAN OF DISTRIBUTION	8
LEGAL MATTERS	10
EXPERTS	11
WHERE YOU CAN FIND MORE INFORMATION	12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	13

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this process, the selling stockholders may sell the shares of common stock described in this prospectus from time to time in one or more offerings. To the extent required by applicable law or as otherwise determined necessary, we may provide a prospectus supplement to provide specific information in connection with particular offerings by selling stockholders. Any prospectus supplement may also add, update or change the information in this prospectus. If there is any inconsistency between the information in this prospectus or any information incorporated by reference herein and in a prospectus supplement, you should rely on the information in that prospectus supplement. You should carefully read both this prospectus, any prospectus supplement, any free writing prospectus that we authorize to be distributed to you and any information incorporated by reference into the foregoing, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” before buying any of the shares of common stock offered under this prospectus.

You should rely only on the information contained in this prospectus and in any relevant prospectus supplement or free writing prospectus, including any information incorporated herein or therein by reference. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus, any accompanying prospectus supplement or any free writing prospectus is accurate as of any date other than the date on the front cover of such document or that the information in any document incorporated by reference is accurate as of any date other than the date such document was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus nor any prospectus supplement or free writing prospectus constitutes an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate, nor does this prospectus or a prospectus supplement or free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

As used in this prospectus, unless the context requires otherwise or unless otherwise noted, the terms “Lilis,” “we,” “our,” “ours” and “us” refer to Lilis Energy, Inc. and its consolidated subsidiaries.

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ABOUT LILIS ENERGY, INC.

Lilis is an independent oil and gas company focused on the acquisition, development, and production of conventional and unconventional oil and natural gas properties in the core of the Delaware Basin in Winkler, Loving, and Reeves Counties, Texas and Lea County, New Mexico.

Our principal executive offices are located at 1800 Bering Drive, Suite 510, Houston, Texas 77057, and our telephone number is (817) 585-9001.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. We urge you to carefully consider the risk factors described under the heading “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus, together with all of the other information contained in or incorporated by reference in this prospectus and in any applicable prospectus supplement. The risks described in the foregoing documents could adversely affect our business, financial condition or results of operation. Please also read the section below entitled “Cautionary Statement Regarding Forward-Looking Statements.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include the words “may,” “should,” “could,” “estimate,” “intend,” “plan,” “project,” “continue,” “believe,” “predict,” “expect,” “anticipate,” “goal,” “forecast,” “target” or other similar words.

All statements, other than statements of historical fact, that are contained or incorporated by reference in this prospectus that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, objectives and beliefs of management for future operations; any statements concerning future production, reserves or other resource development opportunities; any statements regarding projected well performance or economics, or potential joint ventures or strategic partnerships; any statements regarding future economic conditions or performance; any statements regarding future capital-raising activities; any statements regarding commodity price risk management activities and the impact on our average realized price; and any statements of assumptions underlying any of the foregoing.

Although we believe that the expectations, plans, and intentions reflected in or suggested by any of our forward-looking statements are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved, and the actual results could differ materially from those projected or assumed in any of our forward-looking statements.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which are beyond our control. Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements include, but are not limited to, the risk factors set forth under the heading “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus. Should one or more of such risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those in any forward-looking statements.

These forward-looking statements present our estimates and assumptions only as of the date of their presentation. Except as required by law, we specifically disclaim all responsibility to publicly update any information contained in any forward-looking statement. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

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USE OF PROCEEDS

We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.

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SELLING STOCKHOLDERS

As described in more detail below, this prospectus relates to the offer and sale by the selling stockholders of up to 46,314,578 shares of our common stock consisting of:

•	up to 17,641,638 outstanding shares of common stock; and

•	up to 28,672,940 shares of common stock issuable upon conversion of outstanding shares of our Series E 8.25% Convertible Participating Preferred Stock (the “Preferred Stock”).

The registration of the shares of common stock that may be offered and sold by the selling stockholders under this prospectus does not necessarily mean that all or any portion of the Preferred Stock will be converted into shares of common stock or that any such shares of common stock will be sold by the selling stockholders. In addition, due to the variability of the number of shares of common stock that may be issuable upon conversion of the Preferred Stock as described below, the Preferred Stock may become convertible into a number of shares that is more or less than the number of shares of common stock covered by this prospectus, which, in the case of the shares of common stock issuable upon conversion of the Preferred Stock, reflect our estimate of the number of shares that may become so issuable.

Transactions with Värde Partners, Inc. and Its Affiliates

Transaction Agreement

On March 5, 2019, the Company entered into a Transaction Agreement (the “March Transaction Agreement”) by and among the Company and Värde Partners, Inc. and certain private funds affiliated with Värde Partners, Inc. (collectively, the “Värde Parties”), pursuant to which the Company:

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issued to the Värde Parties an aggregate of (i) 9,891,638 shares of common stock, (ii) 60,000 shares of a newly created series of preferred stock of the Company, designated as “Series E 8.25% Convertible Participating Preferred Stock," and (iii) 55,000 shares of a newly created series of preferred stock of the Company, designated as “Series F 9.00% Participating Preferred Stock," as consideration for the termination of the Second Lien Credit Agreement and the satisfaction in full, in lieu of repayment in full in cash, of $133,596,279 pursuant to the Payoff Letter (as defined in the March Transaction Agreement); and

•	issued to the Värde Parties, as consideration for the amendment and restatement of the Second Amended and Restated Series C Certificate of Designation and the Amended and Restated Series D Certificate of Designation, 7,750,000 shares of the common stock.

Closing of the issuance of such shares of common stock, Series E Preferred Stock and Series F Preferred Stock pursuant to the March Transaction Agreement occurred on March 5, 2019.

Pursuant to the terms of, and subject to certain limitations set forth in, the certificate of designation creating the Series E Preferred Stock (the “Series E Certificate of Designation”), each share of Series E Preferred Stock is convertible, at the option of the holder or, in certain circumstances, at our option, into a number of shares of our common stock equal to the Optional Redemption Amount (as defined in the Series E Certificate of Designation) divided by a conversion price of $2.50 (subject to adjustment as provided in the Series E Certificate of Designation).

Registration Rights Agreement

In connection with closing of the transactions contemplated by the March Transaction Agreement, we entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) to amend an existing registration rights agreement, dated October 10, 2018, with the Värde Parties. Pursuant to the Amended and Restated Registration Rights Agreement, among other matters, we were required to file with the Securities and Exchange Commission a registration statement under the Securities Act registering for resale (i) the shares of common stock issuable upon conversion of the shares of Preferred Stock issued pursuant to the March Transaction Agreement and (ii) the shares of common stock issued pursuant to the March Transaction Agreement. This prospectus

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is part of the registration statements we have filed pursuant to the Amended and Restated Registration Rights Agreement. The Amended and Restated Registration Rights Agreement also grants to the Värde Parties demand and piggyback rights with respect to certain underwritten offerings of common stock and contain customary covenants and indemnification and contribution provisions. Pursuant to the Amended and Restated Registration Rights Agreement, we have agreed to bear all of the expenses incurred in connection with the registration of the shares of common stock, and the applicable selling stockholder will be responsible for any underwriting fees, discounts, selling commissions and other selling expenses incurred by it in connection with sales of shares of common stock.

Designation of Directors

Pursuant to the terms of the March Transaction Agreement, the Series E Certificate of Designation and the Series F Certificate of Designation, the Värde Parties have certain rights to designate members of our board of directors. The March Transaction Agreement requires that, on or prior to March 5, 2019, the Board have taken or take all actions necessary to increase the number of directors constituting the entire Board by two directors (to total eleven), which such vacancies created by the increase, are required to be filled by (i) the person designated by the holders of the Series E Preferred Stock and (ii) the person designated by the holders of the Series F Preferred, in each case, as and when required under the Series E Certificate of Designation or the Series F Certificate of Designation, as applicable.

The foregoing descriptions of the March Transaction Agreement, the Preferred Stock and the Amended and Restated Registration Rights Agreement do not purport to be complete. For additional information regarding these agreements and securities, please refer to the more detailed descriptions of the material terms of those agreements and securities set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 and the other documents incorporated by reference in this prospectus as set forth under “Incorporation of Certain Information by Reference.” All such descriptions are qualified in their entirety by reference to the full copies of the March Transaction Agreement, the Series E Certificate of Designation, the Series F Certificate of Designation and the Registration Rights Agreements filed or incorporated by reference as exhibits to a registration statement of which this prospectus forms a part or to the documents incorporated by reference in this prospectus.

Selling Stockholder Table

The following table sets forth, for each selling stockholder, (i) its name and address, (ii) the number of shares of common stock it beneficially owns prior to the offering to which this prospectus relates, (iii) the number of shares of common stock it may offer under this prospectus and (iv) the number of shares and percentage of our common stock that it will beneficially own following the completion of the offering to which this prospectus relates assuming all of the shares covered hereby are sold. Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person “beneficially owns” shares of common stock if the person has or shares with others the power to vote those shares or to dispose of them or if the person has the right to acquire voting or dispositive power within 60 days.

All information contained in the table below and the footnotes thereto is based upon information provided to us by the selling stockholders and is accurate to the best of our knowledge as of the date hereof. The selling stockholders may have sold, transferred, otherwise disposed of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, shares of our common stock in transactions exempt from the registration requirements of the Securities Act or in the open market after the date on which they provided the information set forth in the table. It is difficult to estimate the aggregate number of shares that the selling stockholders will ultimately offer and sell pursuant to this prospectus or that the selling stockholders will ultimately own upon completion of the offering to which this prospectus relates. Unless otherwise indicated in the footnotes to this table, we believe that each of the selling stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned.

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As of March 27, 2019, we had 91,038,826 shares of common stock outstanding.

Name and Address of Selling Stockholder		Number of Shares Beneficially Owned Prior   to Offering (1)		Maximum   Number of   Shares to Be   Offered (2)		Number of   Shares Beneficially   Owned After   Offering			Percentage of   Shares   Beneficially   Owned After   Offering
The Värde Fund XI (Master), L.P.		21,743,221		19,266,865		—			—
The Värde Fund XII (Master), L.P.		15,471,129		13,709,115		—			—
The Värde Skyway Fund, L.P.		1,909,241		1,135,382		—			—
The Värde Skyway Mini-Master Fund, L.P.		4,885,513		4,885,513		—			—
The Värde Fund VI-A, L.P.		1,568,029		1,389,437		—			—
Värde Investment Partners, L.P.		3,554,173		3,149,391		—			—
Värde Investment Partners (Offshore) Master, L.P.		3,136,035		2,778,875		—			—

(1)

With respect to the shares that may be deemed to be beneficially owned by the named selling stockholders ultimately controlled by Värde Partners, Inc. as described below, the shares shown in the table in the column labeled “Number of Shares Beneficially Owned Prior to Offering” represent each selling stockholder’s pro rata portion of (i) 5,952,763 shares of common stock issued pursuant to the Transaction Agreement dated October 10, 2018 by and among Company and Värde Partners, Inc. and certain private funds affiliated with Värde Partners, Inc. (the “October 2018 Transaction Agreement”), (ii) 17,641,638 shares of common stock issued pursuant to the March Transaction Agreement, and (iii) 28,672,940 shares of common stock issuable upon conversion of shares of Series E Preferred Stock (including the accrued and unpaid interest through April 26, 2021).

(2)

The shares shown in the table in the column labeled “Maximum Number of Shares to Be Offered” represent each selling stockholder’s pro rata portion of (i) 17,641,638 shares of common stock issued pursuant to the March Transaction Agreement and (ii) 28,672,940 shares of common stock issuable upon conversion of shares of Series E Preferred Stock (including the accrued and unpaid interest through April 26, 2021). The actual number of shares issuable upon conversion of the shares of Preferred Stock will vary depending upon the date of conversion. Värde Partners, Inc. is the ultimate owner of the general partners (the “General Partners”) of each of the named selling stockholders, or of the General Partners’ managing members. George G. Hicks is the chief executive officer of Värde Partners, Inc. As such, each of Värde Partners, Inc. and Mr. Hicks may be deemed to have beneficial ownership of the shares owned by each of the named selling stockholders. Each of Värde Partners, Inc. and Mr. Hicks disclaims beneficial ownership of the securities held indirectly through the named selling stockholders except to the extent of their pecuniary interest therein, and this disclosure shall not be deemed an admission that any such reporting person is the beneficial owner for purposes of this registration statement or for any other purpose. The address of each of the named selling stockholders, Värde Partners, Inc. and Mr. Hicks is 901 Marquette Ave. S, Suite 3300, Minneapolis, MN 55402.

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PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of common stock covered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of the offered securities:

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	“at the market” offerings, which includes sales made directly on or through the NYSE American or sales made to or through a market maker other than on an exchange;

•	short sales effected after the date of this prospectus;

•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•	broker-dealers may agree to sell a specified number of securities at a stipulated price;

•	a combination of any such methods of sale; and

•	any other method permitted pursuant to applicable law.

The selling stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each sale. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock covered by this prospectus. The selling stockholders also may resell all or a portion of the shares of common stock in open market transactions in reliance upon Rule 144 under the Securities Act, to the extent available.

In connection with any particular offering of shares of common stock by a selling stockholder pursuant to this prospectus, a prospectus supplement may, to the extent required by applicable law or as otherwise determined necessary, describe a specific method of distribution and related information.

The selling stockholders and any underwriters, dealers or agents that are involved in selling securities pursuant to this prospectus may be deemed “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by them and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We and the selling stockholders have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the selling stockholders may agree to indemnify any underwriters, broker-dealers and agents against or contribute to any payments the underwriters, broker-dealers or agents may be required to make with respect to, civil liabilities, including liabilities under the Securities Act. Underwriters, broker-dealers and agents and their affiliates may be customers of, engage in transactions with, or perform services for the selling stockholders or their affiliates in the ordinary course of business.

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The selling stockholders may be subject to applicable provisions of Regulation M of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of any of the securities by the selling stockholders. Regulation M may also restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the securities. These restrictions may affect the marketability of such securities.

Pursuant to the agreements described above under “Selling Stockholders,” we have agreed to pay the costs, expenses and fees in connection with the registration of the shares covered by this prospectus, but the selling stockholders will pay any and all underwriting discounts, selling commissions and stock transfer taxes, if any, attributable to sales of their shares. We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon by Baker & Hostetler LLP.

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EXPERTS

Independent Registered Public Accounting Firms

The consolidated financial statements as of December 31, 2018 and 2017 and for the years then ended, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference in this Prospectus have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

Petroleum Engineers

Information with respect to the estimates of our proved oil and gas reserves that is incorporated by reference into this prospectus was prepared by Cawley, Gillespie & Associates, Inc., an independent reserve engineering firm, and is included herein in reliance upon their authority as experts in reserves.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Exchange Act and, in accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the SEC. Such reports and other information filed by us can be inspected on the SEC’s web site ( www.sec.gov ). Such reports and other information filed by us can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, D.C. 20549. Requests for copies should be directed to the SEC’s Public Reference Section, Judiciary Plaza, 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically.

We have filed with the SEC the registration statements of which this prospectus constitutes a part under the Securities Act. For further information pertaining to us, reference is made to the registration statements. Statements contained in this prospectus concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC. Copies of the registration statements are on file at the offices of the SEC and may be inspected without charge at the offices of the SEC, the address of which is set forth above, and copies may be obtained from the SEC at prescribed rates. The registration statements have been filed electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval System and may be obtained through the Commission’s web site (www.sec.gov).

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with the SEC, which means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to those documents. The information incorporated by reference is an important part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. Therefore, before you decide to invest in the shares of common stock offered by this prospectus, you should always check for reports we may have filed with the SEC after the date of this prospectus. The following documents previously filed with the SEC are incorporated by reference in this prospectus:

•	our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 7, 2019; and

•	the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on May 5, 2017, including any amendments or reports filed for the purpose of updating such description.

All future documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of these documents that are deemed to have been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 and any exhibits related thereto furnished under Item 9.01) after the date of the initial filing of the registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and prior to termination of the offering under this prospectus shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We undertake to provide without charge to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You should direct requests for documents to us at the following address: Lilis Energy, Inc., 1800 Bering Drive, Suite 510, Houston, Texas 77057, Attention: Joseph C. Daches, or by telephone number at (817) 585-9001.

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LILIS ENERGY, INC.

46,314,578 Shares of Common Stock

PROSPECTUS

                       , 2019

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is a list of estimated expenses in connection with the issuance and distribution of the securities being registered, with the exception of underwriting discounts and commissions.

Securities and Exchange Commission registration fee		$	8,252
Legal fees and expenses			*
Accounting fees and expenses			*
Printing and miscellaneous expenses			*
Total		$	*

*Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. Any estimate of the aggregate fees and expenses in connection with a particular offering of the securities registered hereby will be included in the applicable prospectus supplement. All of the above expenses will be borne by the Company.

II - 1

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Item 15. Indemnification of Directors and Officers

Section 78.7502(1) of the Nevada Revised Statutes, which is referred to as the NRS, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 78.7502(2) of the NRS provides that a corporation may similarly indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 78.7502(3) of the NRS provides that to the extent a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (1) and (2), or in defense of any claim, issue, or matter therein, the corporation shall indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 78.751(1) of the NRS provides that any discretionary indemnification under Section 78.7502, unless ordered by a court or advanced pursuant to subsection 2 of Section 78.751, may be made by the corporation only as authorized in the specific case upon determination that indemnification of such director, officer, employee, or agent is proper in the circumstances. The determination must be made (a) by the stockholders; (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit, or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Section 78.751(2) of the NRS provides that the articles of incorporation, bylaws, or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such provision does not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

Section 78.751(3) of the NRS provides that the indemnification pursuant to Section 78.7502 of the NRS and advancement of expenses authorized in, or ordered by, a court pursuant to Section 78.751, (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 of the NRS or for the advancement of expenses made pursuant

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to Section 78.751 (2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors, and administrators of such a person.

Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who acted in any of the capacities set forth above for any liability asserted against such person for any liability asserted against him or her and liability and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liabilities and expenses.

Lilis’s Articles of Incorporation provide for indemnification to the fullest extent permissible under Nevada law. They also provide for the payment of expenses of any person who is or was a director or officer, or, while a director or officer of Lilis, is or was serving at the request of the Lilis as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, who is deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Lilis and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Lilis’s Bylaws provide that Lilis shall indemnify any person who is a director or officer of Lilis, or, while a director or officer of Lilis, is or was serving at the request of the Lilis as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, who is deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Lilis and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by Lilis in advance of the final disposition of the action, suit, or proceeding, but only after receipt by Lilis of an undertaking by or on behalf of the officer or director to repay the expenses advanced if it is ultimately determined that the officer or director is not entitled to be indemnified by Lilis as authorized in Lilis’s Bylaws. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Lilis unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Lilis’s Bylaws also provide that the indemnification permitted in such Bylaws is intended to be to the fullest extent permissible under the laws of the State of Nevada.

The non-employee director agreements that Lilis has entered into with certain of its directors provide for indemnification of directors by Lilis to the fullest extent permitted by the laws of the State of Nevada and additionally permits advancing attorneys' fees and all other reasonable costs and expenses incurred by such director upon written demand to Lilis, generally in connection with the investigation, defense or other participation in any threatened, pending or completed action, suit or proceeding. If it is later determined that the director is or was not entitled to indemnification under applicable law, Lilis is entitled to reimbursement by the director.

Lilis maintains directors’ and officers’ insurance which, subject to certain exclusions, insures its directors and officers against certain losses which arise out of any neglect or breach of duty (including, but not limited to, any error, misstatement, act, or omission) by the directors or officers in the discharge of their duties, and insures them against amounts which Lilis has paid or may become obligated to pay as indemnification to its directors and/or officers to cover such losses.

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Item 16. Exhibits

The following exhibits are filed (except where otherwise indicated) as part of this registration statement.

EXHIBIT INDEX

		Incorporated by Reference to:
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Articles of Incorporation of Recovery Energy, Inc., dated as of October 10, 2011	8-K	000-54320	3.1	October 20, 2011
3.2	Certificate of Amendment to the Amended and Restated Articles of Incorporation of Recovery Energy, Inc., dated as of November 18, 2013	8-K	001-35330	3.1	November 19, 2013
3.3	Certificate of Change of Lilis Energy, Inc., dated as of June 21, 2016	8-K	001-35330	3.1	June 28, 2016
3.4	Amended and Restated Bylaws	8-K	333-152571	3.2	June 18, 2010
3.5	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Participating Preferred Stock and Series C-2 9.75% Participating Preferred Stock, dated March 5, 2019	10-K	001-35330	3.11	March 7, 2019
3.7	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Participating Preferred Stock, dated March 5, 2019	10-K	001-35330	3.12	March 7, 2019
3.8	Certificate of Designation of Preferences, Rights and Limitations of Series E 8.25% Participating Preferred Stock, dated March 5, 2019	10-K	001-35330	3.9	March 7, 2019
3.9	Certificate of Designation of Preferences, Rights and Limitations of Series F 9.00% Participating Preferred Stock, dated March 5, 2019	10-K	001-35330	3.10	March 7, 2019
4.1	Form of Common Stock Certificate	S-1	333-213653	4.1	September 16, 2016
4.2	Amended and Restated Registration Rights Agreement, dated as of March 5, 2019, by and among Lilis Energy, Inc. and the Värde Parties party thereto	10-K	001-35330	10.43	March 7, 2019
5.1	Opinion of Baker Hostetler LLP					X
23.1	Consent of Baker Hostetler LLP (included in Exhibit 5.1 hereto)					X
23.2	Consent of BDO USA, LLP					X
23.3	Consent of Cawley, Gillespie & Associates, Inc.					X
24.1	Powers of Attorney (included on the signature pages to this registration statement as previously filed)

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Item 17. Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price, set forth in the “Calculation of Registration Fee” table in the effective registration statement; To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to

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which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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 on Form S-3 and has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on March 29, 2019.

LILIS ENERGY, INC.
By:	/s/ Joseph C. Daches
Name:	Joseph C. Daches
Title:	President, Chief Financial Officer and Treasurer

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:

Signature		Date
/s/ Ronald D. Ormand	Executive Chairman of the Board and Chief Executive Officer (principal executive officer)	March 29, 2019
Ronald D. Ormand
/s/ Joseph C. Daches	President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	March 29, 2019
Joseph C. Daches
*	Director	March 29, 2019
Mark Christensen
*	Director	March 29, 2019
Nuno Brandolini
*	Director	March 29, 2019
R. Glenn Dawson
*	Director	March 29, 2019
David Wood
*	Director	March 29, 2019
John Johanning
*	Director	March 29, 2019
Markus Specks
*	Director	March 29, 2019
Michael G. Long
*	Director	March 29, 2019
Nicholas Steinsberger

*	By:	/s/ Joseph C. Daches
	Name:	Joseph C. Daches
		Attorney-in-Fact

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