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: ~~November~~December 2728, 2017

(Date of earliest event reported)

Royale Energy, Inc.

(Exact name of registrant as specified in its charter)

CALIFORNIA		0-22750		33-02224120
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1870 Cordell Court, Suite 210

El Cajon, California 92020

(Address of principal executive offices) (Zip Code)

(619) 383-6600

(Registrant’s telephone number, including area code)

(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:

☐ 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))

~~☐ Soliciting~~Item ~~material~~1.01. Entry ~~pursuant~~into toa ~~Rule~~Material ~~14a-12~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~☐ Pre-commencement~~Amendment ~~communications pursuant~~ to ~~Rule~~Merger ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

~~☐ Pre-commencement~~Royale ~~communications~~Energy, ~~pursuant~~Inc., (“Royale”), and Royale Energy Holdings, Inc., Royale Merger Sub, Inc., Matrix Merger Sub, Inc., and Matrix Oil Management Corporation (“Matrix”) have adopted an amendment to ~~Rule~~the ~~13e-4~~amended and restated Agreement and Plan of Merger and Reorganization dated December 31, 2016 (cthe “Amended and Restated Merger Agreement”). The amendment extends the outside termination date for the merger from December 31, 2017, to January 31, 2018. The outside termination date is the date, after which, either Royale or Matrix may terminate the Merger Agreement if it has not yet been closed and the failure to close is not due to the failure of the terminating party to perform or comply with any of its covenants or agreements to be performed under the ~~Exchange~~Amended ~~Act~~and ~~(17~~Restated ~~CFR~~Merger ~~240~~Agreement.~~13e-4(c))~~

~~Indicate~~The bycomplete ~~check~~text ~~mark~~of ~~whether~~ the ~~registrant~~Amendment isfiled ~~an emerging growth company~~ as ~~defined~~Exhibit ~~in Rule 405 of the Securities Act of 1933 (§230~~2.~~405~~1 ofto this ~~chapter)~~Current orReport ~~Rule~~on ~~12b~~Form 8-2K ofand ~~the~~incorporated ~~Securities~~by ~~Exchange~~reference ~~Act of 1934 (§240~~herein.~~12b-2 of this chapter).~~

~~Emerging~~Item ~~Growth~~8.01 Other ~~Company ☐~~Information

IfNon-binding anLetters ~~emerging~~of ~~growth~~Intent ~~company, indicate by check mark if the registrant has elected not to use the extended transition period~~ for ~~complying~~Additional ~~with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐~~Financing

~~Item~~On 1December 28, 2017, Royale issued a press release announcing entry of the amendment to the merger agreement.01 The press release, which is attached as Exhibit 99. ~~Entry~~1 to this Current Report, also states that Royale Energy Holdings, Inc. (“Holdings”) has entered into a ~~Material~~non-binding ~~Definitive~~letter of intent with a Dallas, Texas based private equity firm for up to $24 million in a new series of convertible preferred stock, and signed a non-binding term sheet from a traditional commercial lender for a $17.5 million senior secured credit facility backed by the assets of the merged companies. The financing transactions are subject to satisfactory negotiation of the definitive agreements and completion of due diligence. The gross proceeds of up to $41.5 million from the issuance of the new convertible preferred stock and the new credit facility will be used to repay and replace Matrix’s lenders, fund the acquisition of the additional 50% working interest in Sansinena Field, and fund planned drilling and development activities for 2018. There can be no assurances that either of the financing transactions or the Merger Agreement will close.

~~On November 27, 2017, Royale Energy, Inc. (“Royale”) entered into a purchase and sale agreement to acquire a 50% non~~Forward-~~operated~~Looking working interest in oil and gas leases in the Sansinena and East Los Angeles fields operated by Matrix Oil Management Corporation (“Matrix”). The seller is Sunny Frog, LLC, a privately held California limited liability company, which is unaffiliated with either Royale or Matrix. The remaining 50% working interest in the leases being acquired are owned by Matrix. Upon completion of the pending merger between Matrix and Royale, the combined companies will own 100% working interest in these fields. The acquisition will add over 8.7 MBOE of net proved reserves to the merged company’s reserve base.Statements

~~Following~~This ~~shareholder~~current ~~approval~~report and exhibits contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities and Exchange Act of 1934 as amended. Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “estimates,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. The forward-looking statements include statements about future operations, estimates of reserve and production volumes and the anticipated timing for closing the proposed merger. ~~agreement~~Forward-looking ~~between~~statements are based on current expectations and assumptions and analyses made by Royale and Matrix onin ~~November~~light ~~16,~~of ~~2017~~experience and perception of historical trends, ~~Royale~~current ~~reached~~conditions ~~agreement~~and onexpected ~~November~~future 27developments, ~~2017~~as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform with expectations is subject to a number of risks and uncertainties, including but not limited to: the ~~seller~~possibility inthat ~~which~~the ~~Royale~~companies ~~agreed~~may be unable to ~~pay~~obtain ~~$15~~stockholder ~~million~~or inlimited ~~cash~~partner atapproval or satisfy the other conditions to closing; ~~for~~the ~~all~~possibility ofthat the ~~seller~~companies may be unable to obtain the consent of Matrix’s ~~interests~~senior secured lender; that problems may arise in the integration of the businesses of the two ~~fields,~~companies; ~~subject~~that tothe ~~retention~~acquisition bymay involve unexpected costs; the ~~seller~~risks of athe ~~term~~oil ~~overriding~~and ~~royalty~~gas ~~interest~~industry in(for ~~production~~example, ofoperational uprisks toin ~~300~~exploring for,~~000~~ ~~barrels~~developing and producing crude oil and natural gas); risks and uncertainties involving geology of oil ~~from~~and gas deposits; the ~~leases.~~uncertainty ~~The~~of ~~overriding~~reserve ~~royalty~~estimates; ~~interest~~revisions ~~will~~to ~~initially~~reserve beestimates ~~2.75%~~as a result of changes in commodity prices; the uncertainty of estimates and projections relating to future production, costs and ~~increase~~expenses; ~~after~~potential ~~2018~~delays byor ~~1.00%~~changes ~~annually~~in plans with respect to aexploration ~~maximum~~or ofdevelopment ~~9.75%~~projects ~~until~~or ~~the~~capital ~~300~~expenditures; health,~~000~~ ~~barrel~~safety ~~limit~~and isenvironmental ~~reached. The~~risks ~~purchase~~and ~~agreement~~risks ~~also~~related ~~contains~~to ~~customary~~weather; ~~representations~~further declines in oil and ~~warranties~~gas byprices; ~~the~~inability ~~parties~~of ~~and~~management ~~contemplates~~to ~~closing~~execute ~~contemporaneously~~its ~~with~~plans ~~the~~to ~~Royale/Matrix~~meet ~~merger~~its ~~closing.~~goals, ~~Closing~~shortages of drilling equipment, oil field personnel and services, unavailability of gathering systems, pipelines and processing facilities and the ~~purchase~~possibility isthat ~~contingent~~government onpolicies may change. Royale’s ~~arranging~~annual ofreport ~~acceptable~~on ~~financing.~~Form 10-K for the year ended December 31, 2016, recent current reports on Form 8-K, and other SEC filings

~~Item~~discuss 9some of the important risk factors identified that may affect its business, results of operations, and financial condition.~~01. Financial~~ ~~Statements~~Royale and ~~Exhibits~~Matrix undertake no obligation to revise or update publicly any forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Exhibits.

~~99.1 Press~~(d) Exhibits ~~Release~~.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description

2.1		Fifth Amendment to the Amended and Restated Agreement and Plan of Merger dated December 31, 2016, among Royale, Royale Energy Holdings, Inc., a Delaware corporation, Royale Merger Sub, Inc., Matrix Merger Sub, Inc., and Matrix Oil Management Corporation.
99.1		Press Release

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 hereunto duly authorized.

	ROYALE ENERGY, INC.
Date: November 30, 2017	By:	/s/ Stephen M. Hosmer
Date: January 4, 2018	By:	/s/ Stephen M. Hosmer
	Name:	Stephen M. Hosmer
	Title:	Chief Financial Officer

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