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EX-99.1 - EXHIBIT 99.1 - Emerald Oil, Inc.v411683_ex99-1.htm

 

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)

May 26, 2015

 


 

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.)

 

1600 Broadway, Suite 1360
Denver, CO 80202

(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 1.02.Termination of a Material Definitive Agreement.

 

On May 11, 2015, Emerald Oil, Inc. (the “Company”) reported that the Company and one of its wholly owned subsidiaries entered into a purchase and sale agreement (the “Purchase Agreement”) with Yates Petroleum Corporation and its affiliates (“Seller”) to acquire Seller’s interests in certain oil and gas properties and assets located in Lea and Eddy Counties, New Mexico. The Company paid a deposit of approximately $7,500,000 in connection with the execution of the Purchase Agreement, and if the Purchase Agreement is not consummated for any reason, Seller is entitled to retain 10% of the deposit and return the balance to the Company within three days of the termination of the Agreement. The Purchase Agreement expired in accordance with its terms on May 28, 2015.

 

Item 7.01.Regulation FD Disclosure.

 

On May 26, 2015, the Company issued a press release titled “Emerald Oil Elects Not To Proceed With Public Offering of Common Stock.”  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.Financial Statements and Exhibits.

  

(d) Exhibits.

 

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit No.Description
  
99.1Press Release of Emerald Oil, Inc., dated May 26, 2015.

 

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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: May 29, 2015 By:   /s/ Ryan Smith
    Ryan Smith
    Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.Description
  
99.1Press Release of Emerald Oil, Inc., dated May 26, 2015.

 

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