EON Resources Inc. Reports Unregistered Equity Sales

TL;DR

EON Resources sold unregistered equity, watch for dilution.

AI Summary

EON Resources Inc. filed an 8-K on February 7, 2025, reporting unregistered sales of equity securities and financial statements. The filing pertains to events on February 3, 2025, and includes details about its Class Common Stock and Redeemable Warrants. The company, formerly HNR Acquisition Corp. until January 26, 2021, is based in Houston, TX.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the unregistered sale of equity securities, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution and may signal financial distress or a need for capital, increasing risk for existing shareholders.

Key Numbers

• 0.0001 — Par Value per Share (Class Common Stock par value)
• 11.50 — Exercise Price per Share (Redeemable Warrants exercise price)

Key Players & Entities

• EON Resources Inc. (company) — Registrant
• HNR Acquisition Corp. (company) — Former Company Name
• February 3, 2025 (date) — Date of earliest event reported
• February 7, 2025 (date) — Filing Date
• January 26, 2021 (date) — Date of Name Change
• 3730 Kirby Drive, Suite 1200, Houston, TX 77098 (address) — Business Address

FAQ

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
• $1,566,500 — es in the aggregate principal amount of $1,566,500 in exchange for Old Notes in the aggreg
• $582,500 — es in the aggregate principal amount of $582,500 and 984,000 Old Warrants. The Converti
• $0.25 — rsion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by the

Filing Documents

• ea022971601-8k_eonres.htm (8-K) — 35KB
• 0001213900-25-011378.txt ( ) — 253KB
• eonr-20250203.xsd (EX-101.SCH) — 4KB
• eonr-20250203_def.xml (EX-101.DEF) — 26KB
• eonr-20250203_lab.xml (EX-101.LAB) — 36KB
• eonr-20250203_pre.xml (EX-101.PRE) — 25KB
• ea022971601-8k_eonres_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 a number of 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"). On February 3, 2025, the Company and 11 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 $1,566,500 in exchange for Old Notes in the aggregate principal amount of $582,500 and 984,000 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 Class A Common Stock at a conversion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by the average of the three lowest VWAPs of the Class A Common Stock over the ten trading days prior to conversion (the "Conversion Price"). If, at any time the Convertible Notes are outstanding, the Company issues or sells Class A Common Stock for no consideration or at a price lower than

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 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 24, 2025) 10.2 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 24, 2025) 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. February 7, 2025 EON Resources Inc. By: /s/ Mitchell B. Trotter Name: Mitchell B. Trotter Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR