SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Matthew
D. Wilks |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
0 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Sergei
Krylov |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
0 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Dan
Wilks |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
18,847,330 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
18,847,330 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,847,330 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.4%
(1) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| (1) |
Percent
of class based on 25,000,564 shares of Common Stock of Issuer issued and outstanding as of May 10, 2023, as reported in the
Issuer’s Quarterly Report filed with the SEC on May 15, 2023. |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Staci
Wilks |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
349 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
349 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
349 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
(1) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| (1) |
Percent
of class based on 25,000,564 shares of Common Stock of Issuer issued and outstanding as of May 10, 2023, as reported in the
Issuer’s Quarterly Report filed with the SEC on May 15, 2023. |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Wilks
Brothers, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
WC |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
18,847,330 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
18,847,330 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,847,330 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.4%
(1) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
| (1) |
Percent
of class based on 25,000,564 shares of Common Stock of Issuer issued and outstanding as of May 10, 2023, as reported in the
Issuer’s Quarterly Report filed with the SEC on May 15, 2023. |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
Farris
Wilks |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
18,847,330 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
18,847,330 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,847,330 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.4%
(1) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| (1) |
Percent
of class based on 25,000,564 shares of Common Stock of Issuer issued and outstanding as of May 10, 2023, as reported in the
Issuer’s Quarterly Report filed with the SEC on May 15, 2023. |
| |
|
|
|
SCHEDULE
13D
CUSIP
No. 239360100
| 1. |
NAMES
OF REPORTING PERSONS
WB
Acquisitions Inc. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒ (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
| 8. |
SHARED
VOTING POWER
15,547,010 |
| 9. |
SOLE
DISPOSITIVE POWER
0 |
| 10. |
SHARED
DISPOSITIVE POWER
15,547,010 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,547,010 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.2%
(1) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
| (1) |
Percent
of class based on 25,000,564 shares of Common Stock of Issuer issued and outstanding as of May 10, 2023, as reported in the
Issuer’s Quarterly Report filed with the SEC on May 15, 2023. |
| |
|
|
|
Explanatory
Note
This
Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D originally filed by Dan Wilks, Staci
Wilks, Wilks Brothers, LLC (“Wilks”) and Farris Wilks with the Securities and Exchange Commission (the “SEC”)
on January 19, 2021, as amended by Amendment No. 1 thereto filed on October 25, 2021, Amendment No. 2 thereto filed on January
14, 2022, and Amendment No. 3 thereto filed on January 28, 2022 (collectively, the “Schedule 13D”), relating
to shares of common stock, par value $0.01 per share (“Common Stock”), of Dawson Geophysical Company (the “Issuer”).
Information
reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information
contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in
the Schedule 13D.
| Item
2. | Identity
and Background. |
Item
2 of the Schedule 13D is hereby amended by amending and replacing in its entirety Item 2(a) as follows:
(a) Name
of Persons Filing: This Schedule 13D is being filed jointly by Sergei Krylov,
Matthew D. Wilks, Dan Wilks, Staci Wilks, Wilks, Farris Wilks, and WB Acquisitions Inc. (“Merger Sub”) (collectively,
the “Reporting Persons”).
Item
2 of the Schedule 13D is hereby further amended by amending and supplementing each of Items 2(b), 2(c), 2(d), 2(e) and 2(f) by
adding the following:
(b) The
business address for
each of Sergei Krylov and Matthew D. Wilks is 17018 IH 20, Cisco, TX 76437.
(c) The
principal occupation of Matthew D. Wilks is that he serves as the Chairman of the Issuer. Matthew D. Wilks also serves as the
Vice President of Investments for Wilks and as a director for other public companies in the energy space. The principal occupation
of Sergei Krylov is that he serves as a Director of the Issuer. Sergei Krylov also serves as Investment Partner and Chief Financial
Officer of Wilks.
(d) No
Reporting Person has, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) No
Reporting Person has,
during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each
of Sergei Krylov and Matthew D. Wilks is a citizen of the United States of America.
| Item
3. | Source
and Amount of Funds or Other Consideration. |
Item
3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The
source of funds for Wilks’ purchases of the shares of Common Stock set forth on Schedule I was working capital of Wilks.
The total amount of funds (including brokerage
commissions) used by the Reporting Persons for the purchase of Common Stock in the open market set forth on Schedule I is $38,222.90.
The
information set forth in Item 4 of this Amendment is incorporated by reference into this Item 3.
| Item
4. | Purpose
of Transaction. |
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On
March 24, 2023, Issuer entered into a definitive Asset Purchase Agreement (as amended from time to time, the “Purchase
Agreement”), by and among Issuer, Wilks, and Breckenridge Geophysical, LLC, a Texas limited liability company and a
wholly-owned subsidiary of Wilks (“Breckenridge”). Pursuant to the Purchase
Agreement, and upon the terms and subject to the conditions described therein, Issuer completed the purchase of substantially
all of the Breckenridge assets related to seismic data acquisition services other than its multi-client data library (the “Assets”),
in exchange for a combination of equity consideration and a convertible note (the “Transaction”). The
consideration delivered by Issuer to Wilks for the Assets consisted of the following
equity consideration and convertible note (collectively, the “Consideration”):
| ● | Equity
Consideration. Issuer delivered to Wilks
the aggregate amount of 1,188,235 newly-issued shares of common stock of Issuer. |
| ● | Convertible
Note. Issuer delivered to Wilks a convertible
promissory note (the “Convertible Note”) in the principal amount of
$9,880,000.50 payable on or after June 30, 2024 that, upon the terms and subject to the
conditions described therein, will automatically convert into 5,811,765 newly-issued
shares of Common Stock of Issuer (the “Conversion
Shares”) at a conversion price of $1.70 per share (which price is equal to
the market price of common stock of Issuer at
closing of the Transaction), subject to adjustment as described in the Convertible Note,
after Issuer receives stockholder approval
of the proposal to issue the Conversion Shares upon conversion of the Convertible Note
in accordance with Listing Rule 5635 of the NASDAQ Listed Company Manual. |
On
March 24, 2023 and in connection with the Purchase Agreement, the Company and Wilks entered in to a Voting Agreement (the “Voting
Agreement”) pursuant to which Wilks agreed to, at any shareholder meeting held to approve the Transaction, vote the
shares beneficially owned by Wilks in favor of (a) the approval of the Transaction, (b) the approval of any proposal to adjourn
or postpone any shareholder meeting to a later date if there are not sufficient votes for the approval of the Transaction on the
date on which such meeting is held, and (c) any other matter necessary for consummation of the transactions contemplated by the
Purchase Agreement or any other document related to the Transaction which is considered at any such meeting or is the subject
of any such consent solicitation.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis in anticipation of the closing of the
Transactions, and may purchase additional shares of Common Stock.
The foregoing descriptions of the
Purchase Agreement, the Convertible Note, and the Voting Agreement are qualified in their entirety by reference to the full text of the
Purchase Agreement, the Convertible Note, and the Voting Agreement, which are filed as Exhibit 1, Exhibit 2, and Exhibit 3 to this Amendment,
respectively, and are incorporated by reference herein.
| Item
5. | Interest
in Securities of the Issuer. |
Item
5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Items 5(a), 5(b) and 5(c) as follows:
(a)–(b) Each
Reporting Person’s beneficial ownership of the Common Stock as of the date of this Amendment is reflected on that Reporting
Person’s cover page. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 18,847,330 shares
of the Common Stock, representing 75.4% of the 25,000,564 shares of Common Stock issued and outstanding as of May 10, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023.
Wilks
beneficially owns 18,847,330 shares of Common Stock, representing 75.4% of the issued and outstanding Common Stock, consisting
of (i) 3,299,971 shares
of Common Stock directly owned by Wilks, (ii) 15,547,010 shares of Common Stock directly
owned by Merger Sub, which is a subsidiary of Wilks, and (iii) 349 shares of Common Stock directly owned by Staci Wilks.
Wilks is a manager-managed limited liability company, managed by Dan Wilks and Farris Wilks. Dan Wilks and Farris Wilks are brothers
and may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by each of Wilks and Merger
Sub.
Dan
Wilks and Staci Wilks are husband and wife and share the same household, and Dan H. Wilks may be deemed to indirectly beneficially
own the shares of Common Stock directly owned by Staci Wilks.
Sergei
Krylov is a Director of Issuer and an Investment Partner and Chief Financial Officer of Wilks. Matthew D. Wilks is the Chairman
of Issuer and is the Vice President of Investment of Wilks and a Director of Merger Sub. Matthew D. Wilks is the son of Dan Wilks.
(c) Schedule
I hereto sets forth all transactions in the Common Stock within the past 60 days by any Reporting Person. The transactions set
forth on Schedule 1 were effected on the open market. Except for the transactions set forth on Schedule I, none of the Reporting
Persons effected any transaction in the Common Stock during the past 60 days.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The
information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.
| Item
7. | Material
to Be Filed as Exhibits. |
| Exhibit
No. |
|
Description |
| 1 |
|
Asset
Purchase Agreement, dated March 24, 2023, by and among Dawson Geophysical Company, Wilks Brothers, LLC, for the limited purposes set
forth therein, and Breckenridge Geophysical, LLC, a Texas limited liability company and a wholly-owned subsidiary of Wilks Brothers,
LLC (incorporated by reference to Exhibit 2.1 to Issuer’s Current Report on Form 8-K filed with the SEC on March 24,
2023). |
| 2 |
|
Convertible Promissory Note, dated March 24, 2023, by and among Dawson Geophysical Company and Wilks Brothers, LLC (incorporated by reference to Exhibit 10.1 to Issuer’s Current Report on Form 8-K filed with the SEC on March 24, 2023). |
| 3 |
|
Voting Agreement, dated March 24, 2023, by and between Dawson Geophysical Company and Wilks Brothers, LLC (incorporated by reference to Exhibit 10.2 to Issuer’s Current Report on Form 8-K filed with the SEC on March 24, 2023). |
| 4 |
|
Joint Filing Agreement by and among the Reporting Persons, dated as of June 29, 2023. |
| 5 |
|
Power of Attorney – Sergei Krylov, dated as of June 29, 2023. |
| 6 |
|
Power of Attorney – Matthew D. Wilks, dated as of June 29, 2023. |
| 7 |
|
Power of Attorney – Dan Wilks, dated as of June 29, 2023. |
| 8 |
|
Power of Attorney – Staci Wilks, dated as of June 29, 2023. |
| 9 |
|
Power of Attorney – Wilks Brothers, LLC, dated as of June 29, 2023. |
| 10 |
|
Power of Attorney – Farris Wilks, dated as of June 29, 2023. |
| 11 |
|
Power of Attorney – WB Acquisitions Inc., dated as of June 29, 2023. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
June 29, 2023
| |
* |
| |
Sergei Krylov |
| |
|
| |
* |
| |
Matthew
D. Wilks |
| |
|
| |
* |
| |
Dan Wilks |
| |
|
| |
* |
| |
Staci Wilks |
| |
|
| |
* |
| |
Farris Wilks |
| |
|
| |
Wilks Brothers,
LLC |
| |
|
| |
By: |
/s/
Javier Rocha |
| |
|
Name: Javier Rocha |
| |
|
Title:
Attorney-in-Fact
|
| |
WB Acquisitions
Inc. |
| |
|
| |
By: |
/s/
Javier Rocha |
| |
|
Name: Javier Rocha |
| |
|
Title:
Attorney-in-Fact |
| |
|
|
| *By: |
/s/
Javier Rocha |
| |
Javier Rocha, as Attorney-in-Fact |
Schedule
I
Transactions
– Last 60 days
Wilks
Brothers, LLC
| Date |
Transaction |
Shares |
Price
Per Share |
| 06/12/2023 |
Purchase |
1,402 |
$2.04 |
| 06/12/2023 |
Purchase |
2,764 |
$2.06 |
| 06/13/2023 |
Purchase |
4,438 |
$2.19 |
| 06/14/2023 |
Purchase |
8,643 |
$2.24 |
| 06/14/2023 |
Purchase |
252 |
$2.13 |