Current Report Filing (8-k)

1001 Fannin StreetSuite 1500HoustonTexasAugust 5, 20200001486159falseCommon StockOASThe Nasdaq Stock Market LLC00014861592020-08-052020-08-05

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 5, 2020

 

 ____________________________________________________________________

OASIS PETROLEUM INC.

(Exact name of registrant as specified in its charter)

 

____________________________________________________________________

 

Delaware

001-34776

80-0554627

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

1001 Fannin Street, Suite 1500
Houston, Texas						77002
(Address of principal executive offices)						(Zip Code)

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

Not Applicable.

(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 (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))

---

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

OAS

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 5, 2020, Oasis Petroleum Inc. (the “Company”) received notification (the “Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s common stock is subject to potential delisting from Nasdaq because for a period of 30 consecutive business days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under The Nasdaq Capital Market Rule 5550(a)(2) (the “Bid Price Rule”).

The Nasdaq Notice indicated that, in accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company would be provided 180 calendar days to regain compliance (the “Compliance Period”). Therefore, the Company’s Compliance Period will run through February 1, 2021. If, at any time before February 1, 2021, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the Bid Price Rule.

If the Company fails to regain compliance with the Bid Price Rule before February 1, 2021, but meets all of the other applicable standards for initial listing on The Nasdaq Capital Market with the exception of the minimum bid price, then the Company may be eligible to have an additional 180 calendar days, or until July 31, 2021, to regain compliance with the Bid Price Rule.

In order to regain compliance with the Bid Price Rule, the Company may effect a reverse stock split. At its 2020 Annual Meeting of Shareholders, the Company’s shareholders approved, subject to the discretion of the Company’s Board of Directors (the “Board”), an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a one-time reverse stock split (the “Reverse Split Amendment”) of the Company’s common stock at a ratio of 1 share-for-20 shares up to a ratio of 1 share-for-100 shares, which ratio would be selected by the Board, and to reduce the total number of authorized shares of common stock and preferred stock by a corresponding proportion. If the Board determines to implement the reverse stock split, the Board will announce the ratio at which the reverse stock split will be effected as well as the effective time of the Reverse Split Amendment at a later date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description of Exhibit
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

---

SIGNATURE

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 thereunto duly authorized.

 

OASIS PETROLEUM INC. (Registrant)

Date: August 10, 2020

By:

/s/ Nickolas J. Lorentzatos

Nickolas J. Lorentzatos

Executive Vice President, General Counsel and Corporate Secretary