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hpe20220831_8k.htm
false 0001792849 0001792849 2022-09-02 2022-09-02 0001792849 hpk:CommonStockCustomMember 2022-09-02 2022-09-02 0001792849 hpk:WarrantCustomMember 2022-09-02 2022-09-02
 
 
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): September 2, 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 7.01
Regulation FD Disclosure.
 
On September 6, 2022, HighPeak Energy, Inc. (the “Company”) issued a press release regarding the private placements described in Item 8.01 below. A copy of the press release is included as Exhibit 99.1 hereto and incorporated by reference.  
 
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Securities Act”), as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.
 
Item 8.01
Other Events.
 
On September 2, 2022, HighPeak Energy, Inc. (the “Company”) closed an aggregate $85 million private placement of 3.9 million newly issued shares of the Company’s common stock at a price per share of $21.61 as determined by the 5-day volume weighted average closing price per share for the five days immediately prior to (and excluding) August 22, 2022. The initial closings occurred on August 22, 2022, as disclosed in the Company’s Form 8-K filed on August 22, 2022, with the final closings on September 2, 2022.  The Company intends to use the proceeds of the private placement for general corporate purposes.  
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
Description of Exhibit
99.1 Press Release dated September 6, 2022.
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:       
 September 6, 2022  
 
By: 
/s/ Steven W. Tholen
 
Name:
Steven W. Tholen
 
Title: 
Chief Financial Officer
 
3
 
ex_418999.htm

Exhibit 99.1

 

https://cdn.kscope.io/26967c53c9fd3c94c98b0b2a0e45de8b-pic1.jpg
 NEWS RELEASE  

 

 

HighPeak Energy, Inc. Announces Closing of $85 Million Private Placement

 

FORT WORTH, Texas, September 6, 2022 (GLOBE NEWSWIRE)— HighPeak Energy, Inc. (NASDAQ: HPK) (“HighPeak” or the “Company”), today announced that it has closed an aggregate $85 million private placement of 3.9 million newly issued shares of the Company’s common stock at a price per share of $21.61 as determined by the 5-day volume weighted average closing price for the five days immediately prior to August 22, 2022. The initial private placement closing occurred on August 22, 2022 with multiple subsequent closings through September 2, 2022. The Company intends to use the proceeds of the private placement for general corporate purposes.

 

Purchasers, among others, included Jack Hightower, Chief Executive Officer (462,749 shares), additional members of the Company’s management team (220,969 shares) and The John Paul DeJoria Family Trust (2,313,744 shares).

 

HighPeak Chairman and Chief Executive Officer, Jack Hightower, said, “This private placement capital raise improves the Company’s balance sheet, lowers leverage and enhances our liquidity. The substantial participation by the management team and one of the Company’s largest stockholders is a testament to their collective confidence in the continued growth strategy and rich underlying asset value of the Company.”

 

About HighPeak Energy, Inc.

 

HighPeak Energy is a publicly traded independent oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of 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.