Battalion Oil CORP 424B3 Filing

Key Financial Figures

• $0.0001 — ny"), a Delaware corporation, par value $0.0001 per share (" Common Stock"), which cons
• $66.01 — e of West Texas Intermediate ("WTI") of $66.01 per Bbl and a Henry Hub natural gas pri
• $3.39 — bl and a Henry Hub natural gas price of $3.39 per MMBtu, based on the preceding 12-mo
• $62.6 m — or a total sales price of approximately $62.6 million, subject to adjustment for accoun
• $60.1 million — 24, 2026 for an adjusted sales price of $60.1 million. The West Quito Assets include approxim
• $5.50 — " Common Stock") at a purchase price of $5.50 per Share and pre-Funded warrants to pu
• $5.4999 — unded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant share, for aggre
• $15.0 million — share, for aggregate gross proceeds of $15.0 million. The Pre-Funded Warrants have an exerci
• $250 million — ock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than
• $100 million — or (ii) our annual revenue is less than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is less than $700 million. -7- Table of Contents The Offerin

Filing Documents

• batl-20260402x424b3.htm (424B3) — 186KB
• batl-20260402x424b3001.jpg (GRAPHIC) — 17KB
• 0001104659-26-038751.txt ( ) — 211KB

Use Of Proceeds

Use Of Proceeds 10 Selling Securityholders 11 Plan Of Distribution 13 Legal Matters 16 Experts 16 The distribution of this prospectus and the applicable prospectus supplement and the offering of the securities in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus and any applicable prospectus supplement come should inform themselves about and observe any such restrictions. This prospectus and any applicable prospectus supplement do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Table of Contents About This Prospectus This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the " SEC") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholder may, from time to time, issue, offer and sell, as applicable, any combination of the shares of Common Stock described in this prospectus in one or more offerings from time to time through any means described in the section titled " Plan of Distribution." We will not receive any proceeds from the sale of the shares of Common Stock by the Selling Securityholder. This prospectus also relates to the issuance by us of shares of Common Stock issuable upon the exercise of any Pre-Funded Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Pre-Funded Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Pre-Funded Warrants for cash. A prospectus supplement may also add, update, or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Registrable Securities covered by this prospectus. We could receive an immaterial amount if all of the Pre-Funded Warrants are exercised for cash. We expect to use the net proceeds from the exercise of the Pre-Funded Warrants, if any, for general corporate purposes. See " Use of Proceeds." NYSE American Ticke

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