Attached files
file | filename |
---|---|
EX-23.3 - CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. - Yuma Energy, Inc. | yuma_ex233.htm |
EX-23.2 - CONSENT OF PRICEWATERHOUSECOOPERS LLP. - Yuma Energy, Inc. | yuma_ex232.htm |
EX-23.1 - CONSENT OF GRANT THORNTON LLP. - Yuma Energy, Inc. | yuma_ex231.htm |
EX-5.1 - OPINION - Yuma Energy, Inc. | yuma_ex51.htm |
As filed with the Securities and Exchange Commission on September
28, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
Yuma Energy, Inc.
(Exact name of Registrant as specified in its
charter)
Delaware
|
1311
|
94-0787340
|
(State or other jurisdiction of incorporation or
organization)
|
(Primary Standard Industrial Classification Code
Number)
|
(I.R.S. Employer Identification Number)
|
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:
Reid A. Godbolt, Esq.
Jones & Keller, P.C.
1999 Broadway, Suite 3150
Denver, Colorado 80202
Telephone: (303) 573-1600
Facsimile: (303) 573-8133
|
|
Jonathan R. Zimmerman, Esq.
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 S. Seventh Street
Minneapolis, MN 55402-3901
Telephone: (612) 766-7000
|
___________
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. ☒ (File No.
333-220449)
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
Title of each
class of securitiesto be registered
|
Amount to be
registered(1)
|
Proposed maximum
aggregate offering price per share
|
Proposed maximum
aggregate offering price(1)(2)
|
Amount of
registration fee
|
|
||||||
Common
Stock, $0.001 par value per share
|
1,840,000
|
$
|
1.00
|
$
|
1,840,000
|
$
|
214
|
|
|||
|
|
|
|
||||||||
(1)
|
Represents
only the additional number of securities being registered,
including an aggregate of 240,000 shares issuable upon exercise of
a 30-day option granted to the underwriters to cover
over-allotments, if any. Does not include the securities that the
Registrant previously registered on the Registration Statement on
Form S-1, as amended (File No. 333-220449).
|
||||||||||
(2)
|
Based
on the public offering price.
|
This Registration Statement shall become effective upon filing with
the Securities and Exchange Commission in accordance with Rule
462(b) promulgated under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE
This Registration
Statement is being filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and General
Instruction V of Form S-1. This 462(b) Registration Statement
relates to the public offering of common stock, $0.001 par value
per share, of Yuma Energy, Inc. (the “Registrant”)
registered under the Registration Statement on Form S-1 (File No.
333-220449) (the “Prior Registration Statement”), which
was initially filed on September 13, 2017, and which, as amended,
was declared effective by the Commission on September 28, 2017.
This 462(b) Registration Statement is being filed for the sole
purpose of registering additional securities of the same class as
were included in the Prior Registration Statement. The additional
securities that are being registered for sale are in an amount and
at a price that together represent no more than 20% of the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table contained in the Prior Registration
Statement. Pursuant to Rule 462(b), the contents of the Prior
Registration Statement, including the exhibits and the powers of
attorneys thereto, are hereby incorporated by reference into this
462(b) Registration Statement. The required opinion of counsel and
related consent, the petroleum engineer’s consent and
accountants’ consents are attached hereto and filed as
exhibits herewith.
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 28, 2017.
|
YUMA ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ Sam
L. Banks
|
|
Sam L.
Banks
Director
and Chief Executive Officer
|
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 28, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Sam
L. Banks
|
|
Director
and Chief Executive Officer (Principal Executive
Officer)
|
Sam L.
Banks
|
|
|
|
|
|
/s/
James J. Jacobs
|
|
Executive
Vice President, Chief Financial Officer, Treasurer and Corporate
Secretary (Principal Financial Officer and Principal Accounting
Officer)
|
James
J. Jacobs
|
|
|
|
|
|
/s/
James W. Christmas
|
|
Director
|
James
W. Christmas
|
|
|
|
|
|
/s/
Frank A. Lodzinski
|
|
Director
|
Frank
A. Lodzinski
|
|
|
|
|
|
/s/
Neeraj Mital
|
|
Director
|
Neeraj
Mital
|
|
|
|
|
|
/s/
Richard K. Stoneburner
|
|
Director
|
Richard
K. Stoneburner
|
|
|
|
|
|
/s/ J.
Christopher Teets
|
|
Director
|
J.
Christopher Teets
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
Opinion
of Jones & Keller, P.C. as to the legality of the securities
being registered.
|
|
|
|
|
|
Consent
of Grant Thornton LLP.
|
|
|
|
|
|
Consent
of PricewaterhouseCoopers LLP.
|
|
|
|
|
|
Consent
of Netherland, Sewell & Associates, Inc.
|
|
|
|
|
|
Consent
of Jones & Keller, P.C. (contained in Exhibit
5.1).
|
|
|
|
|