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hpe20220818_8k.htm
false 0001792849 0001792849 2022-08-19 2022-08-19 0001792849 hpk:CommonStockCustomMember 2022-08-19 2022-08-19 0001792849 hpk:WarrantCustomMember 2022-08-19 2022-08-19
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 19, 2022
 
 
 
 
HighPeak Energy, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-39464
84-3533602
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
421 W. 3rd St., Suite 1000
Fort Worth, Texas 76102
(address of principal executive offices) (zip code)
     
(817) 850-9200
(Registrant’s telephone number, including area code)
 
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communication 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-commencements 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:
 
Title of Each Class
  
Trading Symbol(s)
  
Name of Each Exchange on Which Registered
Common Stock
  
HPK
  
The Nasdaq Stock Market LLC
Warrant
  
HPKEW
  
The Nasdaq Stock Market LLC
 
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 8.01
Other Events.
 
On August 19, 2022, HighPeak Energy, Inc. (the “Company”) issued a press release announcing that HighPeak Pure Acquisition, LLC, HighPeak Energy, LP and HighPeak Energy II, LP have determined, in their sole discretion, to set August 22, 2022 as the intended date of calculation of the Preferred Return (as such term is defined in the Contingent Value Rights Agreement, dated as of August 21, 2020, filed with the U.S. Securities and Exchange Commission on August 27, 2020 as Exhibit 10.1 to the Company’s Current Report on Form 8-K (the “CVR Agreement”)) and the maturity date of the Company’s contingent value rights (the “CVRs”). The Per CVR Preferred Return Amount (as defined in the CVR Agreement) is projected to be $0.00 and consequently, the CVRs will expire and no longer trade on the over-the-counter market and the CVR Agreement will terminate in accordance with its terms. A copy of the press release is included as Exhibit 99.1 hereto and incorporated by reference.  
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
Description of Exhibit
99.1
104
Cover Page Interactive Data File (embedded within Inline XBRL document).
 
2
 
 
SIGNATURES
 
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.
 
 
HIGHPEAK ENERGY, INC.
   
Date:        August 19, 2022
  
 
By: 
/s/ Steven W. Tholen
 
Name:
Steven W. Tholen
 
Title: 
Chief Financial Officer
 
3
 
ex_414533.htm

Exhibit 99.1

 

https://cdn.kscope.io/c399ed37ba528efe3c683af2ea049869-image01.jpg

 

 

HighPeak Energy, Inc. Announces the Maturity Date of its Contingent Value Rights

 

Fort Worth, Texas, August 19, 2022 (GLOBE NEWSWIRE) - HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) announced today that HighPeak Pure Acquisition, LLC, HighPeak Energy, LP and HighPeak Energy II, LP (each a “Sponsor” and collectively the “Sponsors”) have determined, in their sole discretion, to set Monday, August 22, 2022 as the intended date of calculation of the Preferred Return as defined in the Contingent Value Rights Agreement, which can be found here on the Securities and Exchange EDGAR website (the “CVR Agreement”) and the maturity date of the Company’s contingent value rights (“CVR”). The Per CVR Preferred Return Amount (as defined in the CVR Agreement) on August 22, 2022 is projected to be $0.00. Consequently, the Company’s CVRs will expire on Monday, August 22, 2022 and will no longer trade on the over-the-counter market.

 

About HighPeak Energy, Inc.

 

HighPeak Energy, Inc. is a publicly traded independent oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional oil and natural gas reserves in the Midland Basin in West Texas. For more information, please visit our website at www.highpeakenergy.com.

 

Investor Contact:

Ryan Hightower

Vice President, Business Development

817.850.9204

rhightower@highpeakenergy.com

 

Source: HighPeak Energy, Inc.