BATTALION OIL CORP 8-K

What Happened

• On May 5, 2026, Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC under which the company may, from time to time, offer and sell up to $150,000,000 of its common stock through or to Roth as agent or principal. Sales would be made pursuant to the company’s effective Form S-3 shelf registration (File No. 333-295204), declared effective April 28, 2026, with a prospectus supplement dated May 5, 2026. The company is not obligated to sell any shares.

Key Details

• Total capacity: up to $150,000,000 of common stock.
• Agent and fees: Roth Capital Partners will act as agent; commission up to 3.00% of gross proceeds.
• Expense caps: Company will reimburse agent’s documented out-of-pocket entry expenses up to $50,000 and quarterly maintenance expenses up to $8,000.
• Sales mechanics: Shares may be sold as an “at-the-market” offering (Rule 415) on NYSE American or other trading markets, in negotiated transactions, or by other lawful methods; specific sales occur only after placement notices from the company.

Why It Matters

• This agreement gives Battalion Oil a flexible, on‑demand way to raise equity capital without a fixed offering — useful for funding operations or growth when market conditions are favorable.
• Any future share sales would dilute existing shareholders and affect share count and per‑share metrics; costs include agent commissions and reimbursed expenses.
• Investors should monitor company notices and filings for any actual sales, amounts issued, and changes in outstanding shares.