EON Resources Reports Unregistered Equity Sales
Ticker: EONR-WT · Form: 8-K · Filed: Jan 24, 2025 · CIK: 1842556
Sentiment: neutral
Topics: unregistered-sales, equity-securities, oil-gas
Related Tickers: EONR
TL;DR
EON Resources sold unregistered equity, could mean dilution.
AI Summary
EON Resources Inc. filed an 8-K on January 24, 2025, reporting unregistered sales of equity securities on January 22, 2025. The company, formerly HNR Acquisition Corp., is involved in crude petroleum and natural gas extraction.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of new equity securities without prior registration.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can signal financial distress or a need for capital, potentially leading to dilution for existing shareholders.
Key Players & Entities
- EON Resources Inc. (company) — Registrant
- HNR Acquisition Corp. (company) — Former Company Name
- January 22, 2025 (date) — Date of earliest event reported
- January 24, 2025 (date) — Date of Report
- CRUDE PETROLEUM & NATURAL GAS (industry) — Standard Industrial Classification
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the exact type of equity securities sold unregistered, only that unregistered sales of equity securities occurred.
What was the purpose of the unregistered sale of equity securities?
The filing does not disclose the specific purpose for the unregistered sale of equity securities.
Were these securities sold to accredited investors?
The filing does not provide details on the purchasers of the unregistered equity securities.
What is the exercise price for the redeemable warrants mentioned?
The redeemable warrants are exercisable at an exercise price of $11.50 per share.
What is the par value of EON Resources Inc.'s Class Common Stock?
The par value of EON Resources Inc.'s Class Common Stock is $0.0001 per share.
Filing Stats: 1,064 words · 4 min read · ~4 pages · Grade level 13.8 · Accepted 2025-01-24 06:45:21
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share EONR NYSE American Rede
- $11.50 — A Common Stock at an exercise price of $11.50 per share EONR WS NYSE American I
- $1,350,000 — es in the aggregate principal amount of $1,350,000 in exchange for Old Notes in the aggreg
- $400,000 — es in the aggregate principal amount of $400,000 and 950,000 Old Warrants. The Converti
- $0.25 — rsion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by (i)
- $550,000 — t have an aggregate principal amount of $550,000) or (ii) the average of the four lowest
- $800,000 — t have an aggregate principal amount of $800,000) (the "Conversion Price"). If, at any t
Filing Documents
- ea0228565-8k_eonresour.htm (8-K) — 36KB
- ea022856501ex10-1_eonresour.htm (EX-10.1) — 40KB
- ea022856501ex10-2_eonresour.htm (EX-10.2) — 113KB
- 0001213900-25-006181.txt ( ) — 450KB
- eonr-20250122.xsd (EX-101.SCH) — 4KB
- eonr-20250122_def.xml (EX-101.DEF) — 26KB
- eonr-20250122_lab.xml (EX-101.LAB) — 36KB
- eonr-20250122_pre.xml (EX-101.PRE) — 25KB
- ea0228565-8k_eonresour_htm.xml (XML) — 6KB
02 Unregistered
Item 3.02 Unregistered Sales of Equity Securities As previously disclosed, between January 2023 and November 2023, EON Resources Inc., a Delaware corporation (the "Company"), entered into note and warrant purchase agreements ("Purchase Agreements") with certain accredited investors (the "Investors") whereby the Investors purchased promissory notes with principal amounts equal to the purchase price (the "Old Notes") and warrants to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), equal to three-fourths of the purchase price (the "Old Warrants"). Between November 21, 2024 and January 22, 2024, the Company and seven of the Investors (the "Exchange Investors") entered into exchange agreements (the "Exchange Agreements") whereby the Exchange Investors exchanged their Old Notes and Old Warrants for convertible promissory notes (the "Convertible Notes"). The principal amounts of the Convertible Notes were determined by adding the original principal amount of the Old Notes and the number of Old Warrants. In connection with the Exchange Agreements, the Company issued Convertible Notes in the aggregate principal amount of $1,350,000 in exchange for Old Notes in the aggregate principal amount of $400,000 and 950,000 Old Warrants. The Convertible Notes mature on January 31, 2028 and accrue interest at a rate of 7.5% per annum. The Convertible Notes may be prepaid by the Company at any time, in whole or in part, without any premium or penalty. The Convertible Notes may be converted by the holders at any time after issuance into shares of Common Stock at a conversion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by (i) the average of the three lowest VWAPs of the Common Stock over the ten trading days prior to conversion (for three of the Convertible Notes that have an aggregate principal amount of $550,000) or (ii) the average of the four lowest VWAPs of the Common Stock over the seven
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits The following exhibits are being filed herewith: Exhibit Number Description 10.1 Form of Exchange Agreement 10.2 Form of Convertible Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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. January 24, 2025 EON Resources Inc. By: /s/ Mitchell B. Trotter Name: Mitchell B. Trotter Title: Chief Financial Officer 2