Attached files
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| EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Yuma Energy, Inc. | yuma_ex11.htm |
As
filed with the Securities and Exchange Commission on September
26, 2017
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
Amendment No. 1 to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________
Yuma Energy, Inc.
(Exact name of Registrant as specified in its
charter)
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Delaware
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1311
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94-0787340
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(State or other jurisdiction of incorporation or
organization)
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(Primary Standard Industrial Classification Code
Number)
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(I.R.S. Employer Identification Number)
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1177
West Loop South, Suite 1825
Houston,
Texas 77027
(713)
968-7000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive
offices)
__________
Sam
L. Banks
Chief
Executive Officer
1177
West Loop South, Suite 1825
Houston,
Texas 77027
(713)
968-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The
Commission is requested to send copies of all communications
to:
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Reid
A. Godbolt, Esq.
Jones
& Keller, P.C.
1999
Broadway, Suite 3150
Denver,
Colorado 80202
Telephone:
(303) 573-1600
Facsimile:
(303) 573-8133
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Jonathan
R. Zimmerman, Esq.
Faegre Baker
Daniels LLP
2200
Wells Fargo Center
90
S. Seventh Street
Minneapolis,
MN 55402-3901
Telephone:
(612) 766-7000
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___________
Approximate date of commencement of proposed sale to the
public:
As
soon as practical after the effective date of this registration
statement.
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, or the Securities Act,
check the following box. ☐
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
☐ Accelerated
filer ☐
Non-accelerated
filer ☐ (Do not check if a smaller reporting
company)
Smaller reporting company ☒
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to
Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each
class of securitiesto be registered
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Amount to be
registered(1)
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Proposed maximum
aggregate offering price per share(2)
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Proposed maximum
aggregate offering price(1)(2)
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Amount of
registration fee(3)
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Common Stock,
$0.001 par value per share
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9,200,000
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$1.21
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$11,132,000
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$1,291
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(1)
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Includes an
aggregate of 1,200,000 shares issuable upon exercise of a 30-day
option granted to the underwriters to cover over-allotments, if
any.
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(2)
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Estimated solely
for the purpose of calculating the registration fee and based upon
the average of the high and low prices of the Registrant’s
common stock as reported on the NYSE American on September 11,
2017, in accordance with Rule 457(c) under the Securities Act
of 1933, as amended.
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(3)
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Previously
paid.
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The
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Yuma Energy, Inc.
is filing this Amendment No. 1 (this “Amendment”) to
its Registration Statement on Form S-1 (No. 333-220449) (the
“Registration Statement”) to file Exhibit 1.1.
Accordingly, this Amendment consists only of the facing page, this
explanatory note, Item 16 of Part II of the Registration Statement,
the signature page to the Registration Statement, the Exhibit Index
and Exhibit 1.1. The remainder of the Registration Statement is
unchanged and therefore has not been included in this
Amendment.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits
and Financial Statement Schedules.
See the
Exhibit Index immediately following the signature
page hereto, which is incorporated by reference as if fully
set forth herein.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on September 26, 2017.
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YUMA
ENERGY, INC.
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By:
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/s/
Sam L.
Banks
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Sam L.
Banks
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Director and Chief
Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities indicated on September 26,
2017.
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Signature
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Title
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/s/ Sam L.
Banks
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Director and Chief
Executive Officer (Principal Executive Officer)
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Sam L.
Banks
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/s/ James J.
Jacobs
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Executive Vice
President, Chief Financial Officer, Treasurer and Corporate
Secretary (Principal Financial Officer and Principal Accounting
Officer)
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James J.
Jacobs
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*
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Director
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James W.
Christmas
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*
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Director
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Frank A.
Lodzinski
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*
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Director
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Neeraj
Mital
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*
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Director
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Richard K.
Stoneburner
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*
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Director
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J. Christopher
Teets
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*
By:
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/s/ Sam L.
Banks
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Sam L.
Banks
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Attorney-in-fact
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EXHIBIT
INDEX
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Incorporated by
Reference
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Exhibit
No.
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Description
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Form
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SEC File
No.
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Exhibit
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Filing
Date
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Filed
Herewith
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Form of
Underwriting Agreement.
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X
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Agreement and Plan
of Merger and Reorganization dated as of February 10, 2016, by and
among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc.,
Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition
Corp.
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8-K
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001-32989
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2.1
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February 16,
2016
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First Amendment to
the Agreement and Plan of Merger and Reorganization dated as of
September 2, 2016, by and among Yuma Energy, Inc., Yuma Delaware
Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis
Petroleum Acquisition Corp.
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8-K
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001-32989
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2.1
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September 6,
2016
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Amended and
Restated Certificate of Incorporation dated October 26,
2016.
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8-K
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001-37932
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3.2
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November 1,
2016
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Certificate of
Designation of the Series D Convertible Preferred Stock of Yuma
Energy, Inc. dated October 26, 2016.
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8-K
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001-37932
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3.3
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November 1,
2016
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Amended and
Restated Bylaws dated October 26, 2016.
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8-K
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001-37932
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3.4
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November 1,
2016
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Specimen Stock
Certificate.
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S-1
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333-220449
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4.1
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September 13,
2017
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Opinion of Jones
& Keller, P.C. as to the legality of the securities being
registered.
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S-1
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333-220449
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5.1
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September 13,
2017
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Credit Agreement
dated as of October 26, 2016, among Yuma Energy, Inc., Yuma
Exploration and Production Company, Inc., Pyramid Oil LLC, Davis
Petroleum Corp., Société Générale, SG Americas
Securities, LLC and the lenders party thereto.
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8-K
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001-37932
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10.1
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November 1,
2016
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First Amendment to
Credit Agreement and Borrowing Base Redetermination dated May 19,
2017 among Yuma Energy, Inc., Yuma Exploration and Production
Company, Inc., Pyramid Oil LLC, Davis Petroleum Corp.,
Société Générale, as Administrative Agent, and
each of the lenders and guarantors party thereto.
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8-K
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001-37932
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10.1
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May 23,
2017
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10.2†
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Amended and
Restated Employment Agreement dated April 20, 2017, between Yuma
Energy, Inc. and Sam L. Banks.
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8-K
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001-37932
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10.1
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April 26,
2017
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10.3†
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Amended and
Restated Employment Agreement dated April 20, 2017, between Yuma
Energy, Inc. and Paul D. McKinney.
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8-K
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001-37932
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10.2
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April 26,
2017
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10.4†
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Amended and
Restated Employment Agreement dated April 20, 2017, between Yuma
Energy, Inc. and James J. Jacobs.
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8-K
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001-37932
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10.3
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April 26,
2017
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Form of
Indemnification Agreement.
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8-K
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001-37932
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10.2
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November 1,
2016
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Registration Rights
Agreement dated October 26, 2016.
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8-K
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001-37932
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10.3
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November 1,
2016
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Form of Lock-up
Agreement.
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8-K
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001-37932
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10.4
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November 1,
2016
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10.8†
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2006 Equity
Incentive Plan of Yuma Energy, Inc.
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S-8
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333-175706
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4.3
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July 21,
2011
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10.9†
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Yuma Energy, Inc.
2011 Stock Option Plan.
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8-K
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001-32989
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10.5
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September 16,
2014
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Yuma Energy, Inc.
2014 Long-Term Incentive Plan.
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8-K
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001-32989
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10.6
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September 16,
2014
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Amendment to the
Yuma Energy, Inc. 2014 Long-Term Incentive Plan.
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8-K
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001-37932
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10.8(a)
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November 1,
2016
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Form of Restricted
Stock Award Agreement (Employees).
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8-K
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001-37932
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10.1
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March 27,
2017
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Form of Restricted
Stock Award Agreement (Directors).
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8-K
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001-37932
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10.2
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March 27,
2017
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Form of Stock
Appreciation Right Agreement.
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8-K
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001-37932
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10.4
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April 26,
2017
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Form of Stock
Option Agreement.
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8-K
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001-37932
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10.5
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April 26,
2017
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Letter from
PricewaterhouseCoopers LLP dated November 3, 2016.
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8-K/A
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001-37932
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16.1
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November 3,
2016
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Letter from Grant
Thornton LLC dated July 10, 2017.
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8-K
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001-37932
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16.1
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July 11,
2017
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List of
Subsidiaries.
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10-K
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001-37932
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21.1
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April 12,
2017
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Consent of Grant
Thornton LLP.
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S-1
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333-220449
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23.1
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September
13, 2017
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Consent of
PricewaterhouseCoopers LLP.
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S-1
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333-220449
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23.2
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September
13, 2017
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Consent of
Netherland, Sewell & Associates, Inc.
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S-1
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333-220449
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23.3
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September
13, 2017
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Consent of Jones
& Keller, P.C. (contained in Exhibit 5.1)
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S-1
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333-220449
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23.4
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September
13, 2017
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24.1
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Power of Attorney
(included on the signature page of this Registration
Statement)
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S-1
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333-220449
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24.1
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September
13, 2017
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Report of
Netherland, Sewell & Associates, Inc.
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10-K
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001-37932
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99.1
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April 12,
2017
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† Indicates management contract or compensatory plan or
arrangement.