Form 8-K - Current report

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 30, 2023

 

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HighPeak Energy, Inc.

(Exact name of registrant as specified in its charter)

 

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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)
[phone]
(Registrant’s telephone number, including area code)

 

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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:

 

☐	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. ☐

 

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Item 8.01

Other Events.

 

On June 30, 2023, HighPeak Energy, Inc. (the “Company”) issued a press release announcing certain financing updates. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

 

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.		Description
99.1		Press Release dated June 30, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: June 30, 2023
	By:	/s/ Steven W. Tholen
	Name:	Steven W. Tholen
	Title:	Chief Financial Officer

 

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Exhibit 99.1

 

 

 

HighPeak Energy, Inc. Announces Financing Update

 

Fort Worth, Texas, June 30, 2023 (GLOBE NEWSWIRE) - HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) today provided the following financing update.

 

Financing Update

 

The Company is currently evaluating multiple prospective financing arrangements to refinance its February 2024 Senior Notes (“February Notes”) and November 2024 Senior Notes (together with the February Notes, the “Existing Notes”) and enhance liquidity. Although the Company continues to progress its refinancing efforts, it no longer anticipates consummating the conditional redemption of its Existing Notes on June 30, 2023 as contemplated by the conditional notice of redemption therefor previously delivered to the holders of such Existing Notes.

 

As a result of the Company’s ongoing refinancing process, the Administrative Agent under the Company’s Credit Facility has agreed to a postponement of the date on which the Company was previously obligated thereunder to either extend the maturity of its February Notes, refinance its February Notes or allocate a portion of its cash flow to retire the February Notes, until July 31, 2023. In addition, the Company is in discussions with the lenders under its Credit Facility regarding an anticipated increase of the Company’s elected commitments under such Credit Facility and continues to discuss with such lenders an anticipated accommodation of additional covenant waivers and extensions.

 

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

About HighPeak Energy, Inc.

 

HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this press release contains forward-looking statements that involve risks and uncertainties. When used in this document, the words “believes,” “plans,” “expects,” “anticipates,” “forecasts,” “intends,” “continue,” “may,” “will,” “could,” “should,” “future,” “potential,” “estimate” or the negative of such terms and similar expressions as they relate to HighPeak Energy, Inc. (“HighPeak Energy,” the “Company” or the “Successor”) are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company's control. For example, the Company’s review of strategic alternatives may not result in a sale of the Company, a recommendation that a transaction occur or result in a completed transaction, and any transaction that occurs may not increase shareholder value, in each case as a result of such risks and uncertainties.

 

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These risks and uncertainties include, among other things, the results of the Company’s ongoing discussions with existing lenders and ability to refinance the Existing Notes, the ability of the Company to have adequate liquidity and comply with the terms of its indebtedness, results of the strategic reviews being undertaken by the Company’s Board and the interest of prospective counterparties, the Company’s ability to realize the results contemplated by its current business plan, volatility of commodity prices, product supply and demand, the impact of a widespread outbreak of an illness, such as the coronavirus disease pandemic, on global and U.S. economic activity, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company's drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and storage facilities, HighPeak Energy's ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to any credit facility and derivative contracts entered into by HighPeak Energy, if any, and purchasers of HighPeak Energy's oil, natural gas liquids and natural gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying forecasts, including forecasts of production, expenses, cash flow from sales of oil and gas and tax rates, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks and acts of war or terrorism. Specifically, failure to redeem or refinance the Existing Notes on or before September 1, 2023, allocate a portion of our cash flow that will retire such Existing Notes on or before November 30, 2023 or amend the terms of such Existing Notes to extend the scheduled repayment thereof to no earlier than February 15, 2025 by September 1, 2023 will result in an event of default under our Credit Agreement and an acceleration of the repayment of all amounts outstanding thereunder. These and other risks are described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other filings with the SEC. The Company undertakes no duty to publicly update these statements except as required by law.

 

 

Investor Contact:

 

Ryan Hightower

Vice President, Business Development

817.850.9204

[e-mail]

 

Source: HighPeak Energy, Inc.

 

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Document And Entity Information	Jun. 30, 2023
Document Information [Line Items]
Entity, Registrant Name	HighPeak Energy, Inc.
Document, Type	8-K
Document, Period End Date	Jun. 30, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39464
Entity, Tax Identification Number	84-3533602
Entity, Address, Address Line One	421 W. 3rd St., Suite 1000
Entity, Address, City or Town	Fort Worth
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	76102
City Area Code	817
Local Phone Number	850-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001792849
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	HPK
Security Exchange Name	NASDAQ
Warrant Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrant
Trading Symbol	HPKEW
Security Exchange Name	NASDAQ

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