Current Report Filing (8-k)
November 13 2018 - 6:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): November 6, 2018
CARBON ENERGY CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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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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1700 Broadway, Suite 1170, Denver, Colorado
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80290
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(Address of principal executive offices)
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(Zip code)
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(720) 407-7043
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(Registrant’s telephone number including area code)
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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
(see General Instruction A.2. below):
☐ 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))
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 13a of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement
On November 6, 2018,
Carbon Energy Corporation, a Delaware corporation (“
Carbon
” or the “
Company
”),
entered into an amendment (the “
Amendment
”) of that certain Membership Interest Purchase Agreement (as
amended, supplemented or otherwise modified to date, the “
Purchase Agreement
”) by and among the Company,
Old Ironsides Energy Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“
OIE II-A
”),
and Old Ironsides Energy Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together with OIE II-A,
the “
Sellers
”) dated May 4, 2018. The Amendment extends the date after which either Carbon or the Sellers
may exercise certain termination rights from November 6, 2018 to November 30, 2018.
A copy of the Amendment
is attached as Exhibit 10.1 to this Current Report on Form 8-K. The material terms of the Purchase Agreement are described in the
Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 4, 2018. The description of the
Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of
the Amendment.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number
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Description
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10.1
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Letter Amendment, dated November 6, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned,
hereunto duly authorized.
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CARBON ENERGY CORPORATION
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November 12, 2018
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/s/ Patrick R. McDonald
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Patrick R. McDonald,
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Chief Executive Officer
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Carbon Energy (CE) (USOTC:CRBO)
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