UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 14, 2016

Samson Oil & Gas Limited

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  +61 8 9220 9830

(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:

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.

On March 14, 2016, Samson Oil and Gas Limited (“Samson”) received notification from the NYSE MKT LLC that it is not in compliance with certain NYSE MKT continued listing standards relating to stockholders equity as of December 31, 2015. Specifically, Samson is not in compliance with Section 1003(a)(i) (requiring stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years) and Section 1003(a)(ii) (requiring stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years). As of December 31, 2015, Samson had a stockholders’ equity deficit of $197,183. Samson is required to submit a plan to the NYSE MKT by April 13, 2016 advising of actions it has taken or will take to regain compliance with the continued listing standards by September 14, 2017. Samson intends to submit a plan by the April 13, 2016 deadline. If Samson fails to submit a plan or if Samson’s plan is not accepted, the NYSE MKT may commence delisting procedures.

Samson’s ADSs will continue to be listed on the NYSE MKT while it regains compliance with the stockholders’ equity listing standards, subject to Samson’s compliance with other continued listing requirements. The NYSE MKT notification does not affect Samson’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.

Samson issued a press release on March 15, 2016, announcing that it had received the notice of noncompliance. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

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.