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)

September 325, 2020

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33801	51-0424817
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Ridgmar Centre 6500 West Freeway, Suite 900 Fort Worth, Texas		76116
(Address of principal executive offices)		(Zip Code)

(817) 989-9000

(Registrant’s telephone number, including area code)

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)

* Approach Resources Inc.’s common stock previously traded on the NASDAQ Global Select Market under the symbol “AREX”. On November 12, 2019, Approach Resources Inc.’s common stock began trading on the OTC Pink marketplace. Deregistration under Section 12(b) of the Act became effective on March 17, 2020.

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 1.0103 Bankruptcy ~~Entry~~or ~~into a Material Definitive Agreement~~Receivership.

As previously disclosed, on November 18, 2019, Approach Resources Inc. (“Approach,” the “Company,” ~~the “Seller”~~ or “we”) and all of its subsidiaries (the “Filing Subsidiaries and, together with Approach, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) under chapter 11 (“Chapter 11”), of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the “Chapter 11 Cases”).

As previously disclosed, ~~the~~on ~~Debtors~~January ~~have considered~~28, ~~among other things~~2020, ~~sales of all or substantially all of their assets pursuant to Section 363 of~~ the ~~Bankruptcy~~Company ~~Code.~~filed Ina ~~February~~motion ~~2020,~~with the ~~Company~~Court ~~and~~seeking ~~certain~~approval of the ~~Filing~~Company’s ~~Subsidiaries~~Key ~~entered~~Employee ~~into~~Incentive anPlan ~~asset purchase agreement~~ (the “~~Alpine APA~~KEIP”) ~~with Alpine Energy Acquisitions~~, ~~LLC~~to ~~(“Alpine”);~~enact ~~however,~~an ~~also~~incentive asplan ~~previously~~for ~~disclosed,~~certain ~~the~~senior ~~Alpine~~level ~~APA~~employees ~~was~~in ~~not~~connection ~~consummated~~with ~~and~~ the ~~parties~~Company’s ~~ultimately~~plans ~~entered~~for ~~into~~sales aof ~~Global~~all ~~Compromise~~or ~~Settlement~~substantially ~~Agreement~~all ~~and~~of ~~Mutual General Release (~~the ~~“Settlement~~Debtors’ ~~Agreement”)~~assets ~~that~~pursuant ~~resulted~~to inSection ~~the~~363 ~~termination~~ of the ~~Alpine~~Bankruptcy ~~APA~~Code. ~~The~~On ~~Settlement~~February ~~Agreement~~19, ~~was~~2020, ~~approved by~~ the Court onentered ~~July~~an 2,order ~~2020~~approving such motion.

OnAs previously disclosed, on September 3, 2020, the Company and certain of the Filing Subsidiaries entered into an asset purchase agreement ~~(the “APA”)~~ with Zarvona III-A, L.P., ~~a Delaware limited partnership~~ (“Zarvona”) ~~and~~for ~~an affiliate of Zarvona Energy LLC. Pursuant to~~ the ~~terms~~sale of ~~the APA, the Company has agreed to sell~~ substantially all of the Debtors’ assets, ~~(the~~to ~~“Assets,”~~Zarvona ~~and~~for ~~such~~a ~~sale,~~purchase ~~the~~price ~~“Asset~~of ~~Sale”) for~~ $115.5 million, ~~subject to certain customary purchase price adjustments as set forth in the APA~~ (the “~~Purchase~~Zarvona ~~Price~~Sale”)~~. Simultaneously with the execution of the APA~~, ~~Zarvona deposited $11.55 million into escrow,~~ and ~~upon~~ the ~~closing~~Court ofentered ~~the~~an ~~transactions~~order ~~contemplated~~approving ~~by the APA,~~ such ~~deposit~~sale ~~will~~effective beSeptember ~~released~~14, ~~to the Seller and credited against the Purchase Price~~2020. ~~The APA is subject to Court approval.~~

~~The~~On ~~foregoing~~September ~~description~~28, of2020, the ~~APA~~Company ~~does~~filed ~~not~~a ~~purport~~motion towith bethe ~~complete~~Court ~~and~~(the is“Motion”) ~~qualified~~seeking inapproval ~~its~~of ~~entirety~~payments byunder ~~reference~~the toKEIP at Target metric levels, as specified in the ~~APA~~Motion, ~~which~~to ~~has~~certain ~~been~~senior ~~filed~~level ~~with~~employees of the ~~Court~~Company ~~and~~upon isthe ~~attached~~closing ~~hereto~~of asthe ~~Exhibit~~Zarvona 2Sale.1 The Compensation Committee of the Board of Directors (the “Board”) of the Company and ~~incorporated~~the ~~herein~~Board byeach ~~reference.~~approved such payments to certain senior level employees of the Company under the KEIP as specified in the Motion.

~~Information~~The Motion and information regarding the Chapter 11 Cases is available through the Company’s website under the Restructuring Information tab, which contains a link to the claims agent’s website, https://dm.epiq11.com/approachresources.

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

~~(d) Exhibits~~The information set forth above in Item 1.03 of this Report regarding the Motion is incorporated herein by reference into this Item 5.02.

Exhibit No.		Description
2.1*		Asset Purchase Agreement, between Approach Resources Inc. and Zarvona III-A, L.P., dated as of September 3, 2020

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

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.


Approach Resources Inc.

By:		/s/ Joshua E. Dazey
		Joshua E. Dazey
		Executive Vice President – Legal

Date: September 429, 2020

Filing Compare · Approach Resources Inc