Form 8-K Emerald Oil, Inc. For: Mar 23

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

March 24, 2016 (March 23, 2016)

 

 

EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-35097		77-0639000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

200 Columbine Street, Suite 500
Denver, CO 80206

(Address of principal executive offices, including zip code)

 

(303) 595-5600

(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 (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))

 

 

Item 3.01

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

 

On March 23, 2016, Emerald Oil, Inc. (the “Company”) received a letter from the NYSE MKT Exchange (the “NYSE MKT”) stating that the Company is no longer suitable for listing on the NYSE MKT, and that the NYSE MKT will begin delisting proceedings pursuant to Section 1003(a)(iv) of the NYSE MKT Company Guide, citing the Company’s March 23, 2016 announcement of its voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware. Trading in the Company’s common stock was suspended by the NYSE MKT at the market opening on March 23, 2016.

 

The Company has a right to a review of the NYSE MKT’s determination. The NYSE MKT will apply to the Securities and Exchange Commission (the “SEC”) to delist the common stock upon completion of all applicable procedures, including any appeal by the Company of the decision. The Company does not intend to appeal the determination and, therefore, it is expected the Company’s common stock will be delisted.

 

As a result of the delisting notice, the Company’s common stock is currently trading on the OTC Pink Sheets marketplace under the symbol EOXLQ. The Company can provide no assurance that its common stock will continue to trade on this market, whether broker-dealers will continue to agree to provide public quotes of the Company’s common stock on this market, whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock will continue on this market in the future.

 

ITEM 7.01.

Regulation FD Disclosure.

 

On March 24, 2016, the Company issued a press release announcing the delisting from the NYSE MKT as described above in Item 3.01. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

ITEM 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
99.1		March 24, 2016 Press Release.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

	EMERALD OIL, INC.
Date: March 24, 2016	By:	/s/ Ryan Smith
		Ryan Smith
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

Emerald Oil, Inc. Common Stock Delisted from NYSE MKT Exchange

 

DENVER, CO -- (Marketwired) -- 03/24/16 – Emerald Oil, Inc. (the “Company” or “Emerald”) (OTC Pink: EOXLQ)  announced today that the Company received notice from the NYSE MKT Exchange (the “NYSE MKT”) that the NYSE MKT has determined to commence proceedings to delist the common stock of the Company — ticker symbol EOX – from the NYSE MKT. Trading in the Company’s common stock was suspended at the market opening on March 23, 2016.

 

NYSE MKT has indicated that it will begin delisting proceedings pursuant to Section 1003(a)(iv) of the NYSE MKT Company Guide, citing the Company’s March 23, 2016 announcement of its voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware.

 

The Company has a right to a review of the NYSE MKT’s determination. The NYSE MKT will apply to the Securities and Exchange Commission (the “SEC”) to delist the common stock upon completion of all applicable procedures, including any appeal by the Company of the decision. The Company does not intend to appeal the determination and, therefore, it is expected the Company’s common stock will be delisted.

 

As a result of the delisting notice, the Company’s common stock is currently trading on the OTC Pink Sheets marketplace under the symbol EOXLQ. The Company can provide no assurance that its common stock will continue to trade on this market, whether broker-dealers will continue to agree to provide public quotes of the Company’s common stock on this market, whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock will continue on this market in the future.

 

About Emerald Oil, Inc.

 

Emerald is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota and Montana, targeting the Bakken and Three Forks shale oil formations and Pronghorn sand oil formation. Emerald is based in Denver, Colorado. More information about Emerald can be found at www.emeraldoil.com.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This press release may include “forward-looking statements” within the meaning of the U.S. Private Litigation Securities Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about acquisitions, divestitures and trades, potential strategic alliances, timing and payment of dividends, the availability of capital, and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, hedging activities, capital expenditure levels and other guidance that may be included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the Company’s financial performance and results, availability of sufficient cash flow to execute its business plan, prices and demand for oil, natural gas and natural gas liquids, the ability to replace reserves and efficiently develop current reserves, the ability to access the capital markets and finance operations. See “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other public filings and press releases.

 

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

CONTACT

 

Corporate Contact: 

Mitch Ayer

VP of Finance and Investor Relations
Emerald Oil, Inc.
(303) 595-5600
[email protected]
www.emeraldoil.com

 

Source: Emerald Oil, Inc.

Released March 24, 2016

 

 

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