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): October 2225, 2019

ISRAMCO, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-12500

13-3145265

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1001 West Loop South, Suite 750

Houston, Texas 77027

(Address of principal executive offices, including zip code)

(713) 621-3882

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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))

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, par value $0.01	ISRL	NASDAQ Capital Market

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~~INTRODUCTORY ~~5.07. Submission of Matters to a Vote of Security Holders.~~NOTE

~~Special~~On ~~Meeting~~October 25, 2019, pursuant to that certain Agreement and Plan of ~~Stockholders~~Merger (the “Merger Agreement”), dated as of May 20, 2019, by and among, Isramco, Inc., a Delaware corporation (the “Company”), Naphtha Israel Petroleum Corporation Ltd., an Israeli public company (“Naphtha”), Naphtha Holding Ltd., an Israeli private company (“NHL”) and a direct wholly owned subsidiary of Naphtha, I.O.C. - Israel Oil Company, Ltd., an Israeli private company and a direct wholly owned subsidiary of Naphtha (“Parent”), and Naphtha US Oil, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub” and, together with Naphtha, Parent and NHL, the “Purchaser Parties”), the Company completed its previously-announced merger (the “Merger”) with Merger Sub, with the Company continuing as the surviving corporation in the Merger and becoming a an indirect wholly owned subsidiary of Naphtha.

AItem ~~special meeting (the “Special Meeting”) of the stockholders of Isramco, Inc., a Delaware corporation (the “Company”), was held on October 22, 2019. There were~~ 2~~,629,596 shares of common stock of the Company, par value $0~~.01 ~~per~~Completion ~~share~~of ~~(“Common~~Acquisition ~~Stock”), represented in person~~ or byDisposition ~~proxy at the Special Meeting, representing 96.76%~~ of ~~the 2,717,648 shares of Common Stock outstanding on September 5, 2019, the record date for the Special Meeting. The Company’s stockholders considered the following proposals at the Special Meeting:~~Assets

●As ~~Proposal~~described 1:above ain ~~proposal~~the Introductory Note to ~~adopt~~this ~~the~~Current ~~Agreement~~Report ~~and~~on ~~Plan~~Form 8-K, on ofOctober ~~Merger~~25, ~~(as~~2019, itthe ~~may~~Company becompleted ~~amended~~the ~~from~~Merger ~~time~~pursuant to ~~time,~~ the “Merger Agreement~~”),~~ ~~dated~~and asbecame ofan ~~May~~indirect ~~20,~~wholly ~~2019,~~owned bysubsidiary ~~and~~of ~~among~~Naphtha. Pursuant to the ~~Company~~Merger Agreement, ~~Naphtha~~at ~~Israel~~the ~~Petroleum~~effective ~~Corporation~~time ~~Ltd.~~of the Merger (the “~~Naphtha~~Effective Time”), ~~Naphtha~~each ~~Holding~~outstanding ~~Ltd.~~share ~~(“NHL”),~~of ICommon Stock was converted into the right to receive $121.~~O.C.~~40 –per ~~Israel~~share ~~Oil~~in ~~Company~~cash, ~~LTD.~~without ~~(“IOC”)~~interest and ~~Naphtha~~subject USto ~~Oil,~~any ~~Inc.~~withholding taxes (the “Merger ~~Sub~~Consideration” ~~and~~), ~~together~~excluding ~~with~~shares ~~Naphtha,~~of ~~NHL~~Common ~~and~~Stock ~~IOC,~~(a) held by the ~~“Purchaser~~Company ~~Parties”)~~as treasury stock, ~~providing~~(b) ~~for~~owned ~~the~~by ~~merger~~NHL ofor ~~Merger~~Parent, ~~Sub~~and (c) with ~~and~~respect ~~into~~to ~~the~~which ~~Company,~~appraisal ~~with~~rights ~~the~~have ~~Company~~been ~~surviving~~properly ~~the~~exercised ~~merger~~in asaccordance anwith ~~indirect~~the ~~wholly-owned~~General ~~subsidiary~~Corporation Law of ~~Naphtha;~~the ~~and~~State of Delaware.

●The ~~Proposal~~description 2:of athe ~~proposal~~Merger toAgreement ~~approve~~and ~~the~~related ~~adjournment~~transactions ofin ~~the~~this ~~Special~~current ~~Meeting,~~report ifon ~~necessary~~Form 8-K does ornot ~~appropriate,~~purport ~~including~~ to ~~solicit~~be ~~additional~~complete ~~proxies~~and ifis ~~there~~subject, ~~are~~and ~~insufficient~~qualified ~~votes~~in atits ~~the~~entirety ~~time~~by ofreference, ~~the Special Meeting~~ to ~~approve~~ the ~~adoption~~full text of the Merger Agreement, ~~(including~~which ~~the~~is ~~required~~included ~~vote~~as ofExhibit 2.1 ahereto ~~majority~~and ofincorporated ~~the~~herein ~~outstanding shares of Common Stock not beneficially owned~~ by ~~the Purchaser Parties, any of their affiliates, or any officer of the company (determined in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended))~~reference.

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

AtThe ~~the~~information ~~Special~~set ~~Meeting,~~forth ~~Proposal 1 was approved by the stockholders of the Company. Sufficient votes were also received to approve Proposal 2, but such adjournment was not necessary~~ in ~~light~~Item ~~of the approval of Proposal 1~~2.01 ~~The~~is ~~results~~incorporated ofherein ~~votes~~by ~~with respect to both proposals are as follows~~reference.

●On ~~Proposal~~October 125, ~~was~~2019, ~~approved~~in connection with 2the completion of the Merger,~~626,250~~ the Company requested that NASDAQ Capital Market (“~~FOR~~NASDAQ”) ~~votes,~~suspend 1trading of its common stock,~~458~~ par value $0.01 (“~~AGAINST~~Common Stock”) ~~votes~~and requested that NASDAQ file a Form 25 with the Securities and 1Exchange Commission (the “SEC”) to remove the Common Stock from listing on NASDAQ and to deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934,~~888~~ as amended (the “~~ABSTAIN~~Exchange Act”). ~~votes;~~Additionally, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

●Item ~~Proposal~~3.03 2Material ~~was~~Modification ~~approved~~to ~~with~~Rights ~~2,602,306~~of ~~“FOR”~~Security ~~votes, 25,402 “AGAINST” votes and 1,888 “ABSTAIN” votes~~Holders.

~~Item~~The 8information set forth in Items 2.01 and 3.01 ~~Other~~are ~~Events~~incorporated herein by reference.

OnPursuant ~~October~~to ~~22, 2019,~~ the ~~Company issued~~Merger aAgreement ~~press~~and ~~release~~in ~~announcing~~connection with the ~~results~~consummation of the ~~Special~~Merger, ~~Meeting.~~each Aoutstanding ~~copy~~share of ~~that~~Company ~~press~~Common ~~release~~Stock is(except ~~attached~~ as ~~Exhibit~~described ~~99.1~~in toItem ~~this~~2.01 ~~Current~~hereof) ~~Report~~was onconverted ~~Form~~into ~~8-K~~the ~~and~~right isto ~~incorporated~~receive ~~herein~~the byMerger ~~reference~~Consideration.

Item 95.~~01.~~02 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

~~(d)~~In ~~Exhibits~~accordance with the terms of the Merger Agreement and effective as of the Effective Time, the directors of the Company were replaced with those of Merger Sub. Accordingly, Joseph From, Max Pridgeon, Asaf Yarkoni, Frans Sluiter and Nir Hasson resigned as members of the board of directors of the Company. Haim Tsuff remains on the board of directors of the Company following the Effective Time, and Amir Sanker and Edy Francis will be added as the second and third members of the board of directors.

Exhibit		Description
99.1		Press Release dated October 22, 2019

Item 8.01.

Other Events.

~~SIGNATURE~~On October 25, 2019, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

~~ISRAMCO,~~(d) ~~INC. By: /s/ Anthony K. James Name: Anthony K. James Title: General Counsel & Secretary~~Exhibits

Date: October 22, 2019

Exhibit		Description

2.1*		Agreement and Plan of Merger, dated as of May 20, 2019, by and among Naphtha Israel Petroleum Corporation Ltd., Naphtha Holding Ltd., I.O.C. – Israel Oil Company, Ltd., Naphtha US Oil, Inc. and Isramco, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 20, 2019)

99.1		Press Release dated October 25, 2019

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.


ISRAMCO, INC.

By:		/s/ Anthony K. James
Name:		Anthony K. James
Title:		General Counsel & Secretary

Date: October 25, 2019

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