SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 8, 2020 (May 7, 2020)
Harvest Oil & Gas Corp.
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction
|1001 Fannin Street, Suite 750, Houston, Texas||77002|
|(Address of Principal Executive Offices)||(Zip Code)|
|Registrant’s telephone number, including area code: (713) 651-1144|
|(Former name or former address, if changed since last report.)|
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))|
Securities registered pursuant to Section 12(b) of the Act: None.
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. ¨
|Item 3.03||Material Modifications to Rights of Security Holders.|
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On May 7, 2020, Harvest Oil & Gas Corp. (“Harvest” or the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 10-for-1 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”), which became effective at 5:00 p.m. Eastern Time on May 8, 2020 (the “Effective Time”). Upon effectiveness, each 10 shares of Common Stock issued and outstanding were converted into 1 share of Common Stock, the number of authorized shares of capital stock of the Company was reduced to 12,000,000 and the total number of authorized shares of Common Stock was reduced to 2,000,000.
No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split were converted into cash payments based on the average closing price of the Common Stock as reported on OTCQX, the exchange under which Harvest’s Common Stock trades, for the five consecutive trading days immediately preceding May 8, 2020.
A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 3.1, and the above summary is qualified in its entirety by reference to the full text of the Amendment.
|Item 5.07||Submission of Matters to Vote of Security Holders.|
On April 23, 2020, the holders of a majority of the issued and outstanding shares of Common Stock took certain action by written consent (the “Consent”) in lieu of a meeting of the stockholders pursuant to Section 4.5 of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) to accept the recommendation of the Company’s Board of Directors and approve the adoption of the Amendment giving effect to the Reverse Stock Split pursuant to which each 10 shares of Common Stock issued and outstanding at the Effective Time of the split shall, without further action by the Company or any holder thereof, be converted into 1 share of Common Stock.
The action by written consent in lieu of a meeting of stockholders satisfied the stockholder approval requirement with respect to the adoption of the Amendment and no further stockholder action is necessary with respect to the foregoing.
|Item 7.01||Regulation FD Disclosure.|
On May 8, 2020, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
|Item 8.01||Other Events.|
The Company has outstanding warrants to purchase Common Stock expiring June 5, 2023, subject to certain adjustment from time to time upon the occurrence of certain events. In accordance with the terms of those outstanding warrants, the Reverse Stock Split will result in an adjustment to the warrant exercise price from $30.48 per share to $304.80 per share. The number of warrants outstanding will not change, however, the amount of Common Stock issuable upon the exercise of warrants will be reduced in proportion to the Reverse Stock Split ratio. Each of these adjustments will occur automatically and become effective immediately prior to the opening of business on May 11, 2020.
|Item 9.01||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Harvest Oil & Gas Corp. dated as of May 7, 2020.|
|99.1||Press release issued May 8, 2020.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Harvest Oil & Gas Corp.|
|May 8, 2020||By:||/s/ RYAN STASH|
|Vice President and Chief Financial Officer|
Harvest Oil & Gas Announces 10-for-1 Reverse Stock Split
HOUSTON, May 8, 2020 (GLOBE NEWSWIRE) -- Harvest Oil & Gas Corp. (OTCQX: HRST) (“Harvest” or the “Company”) announced today a 10-for-1 reverse stock split of the Company’s shares of common stock, par value $0.01 per share (the “Common Stock”). The 10-for-1 reverse stock split will be effective as of 5:00 p.m. Eastern Time on May 8, 2020 and the Company’s Common Stock will begin trading on an as-adjusted basis at the market opening on May 11, 2020. Harvest’s Common Stock will continue to trade on OTCQX under the trading symbol “HRST.”
When the reverse stock split becomes effective, each ten shares of Common Stock issued and outstanding will be converted into one share of Common Stock (the “Reverse Stock Split”), which also will have the effect of reducing the total number of outstanding shares of Common Stock from 10,173,707 to 1,017,253. In connection with the Reverse Stock Split, the Company also amended its certificate of incorporation to reduce the total number of authorized shares of capital stock of the Company from 75,000,000 to 12,000,000 and to reduce the total number of authorized shares of Common Stock from 65,000,000 to 2,000,000.
Harvest will not issue any fractional shares in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of the Common Stock will receive a cash payment in lieu of such fractional share.
The exercise price of Harvest’s outstanding warrants to purchase Common Stock will be adjusted to account for the Reverse Stock Split. The exercise price per share will increase from $30.48 to $304.80, which is in proportion to the ratio of the Reverse Stock Split. The number of warrants outstanding will not change, however, the amount of Common Stock issuable upon the exercise of warrants will be reduced in proportion to the Reverse Stock Split ratio. Each of these adjustments will occur automatically and become effective immediately prior to the opening of business on May 11, 2020.
Harvest has retained Computershare Inc. and its wholly owned subsidiary Computershare Trust Company, N.A. (together “Computershare”) as its transfer agent to manage the exchange of the pre-split shares for new, post-split shares. Computershare can be contacted toll free at 1-800-546-5141. Outside the U.S. and Canada, Computershare may be reached at 1-781-575-2765.
About Harvest Oil & Gas Corp.
Harvest is an independent oil and gas company engaged in the efficient operation and development of onshore oil and gas properties in the continental United States. The Company’s assets consist primarily of producing and non-producing properties in the Appalachian Basin (which includes the Utica Shale) and Michigan. More information about Harvest is available on the internet at https://www.hvstog.com.
Forward Looking Statements
This press release contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of its business. These forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond its control. Please read the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in its Annual Report on Form 10-K, and other public filings and press releases for a discussion of risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in such forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “indicate” and similar expressions are intended to identify forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
Harvest Oil & Gas Corp., Houston, TX
Ryan Stash, Vice President and CFO