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 1, 2018

LILIS ENERGY, INC.

(Exact name of registrant as specified in its charter)

300 E. Sonterra Blvd. Suite No. 1220

San Antonio, Texas 78258

(Address of principal executive office, including zip code)

(210) 999-5400

(Registrant’s telephone number, including area code)

Not Applicable

(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:

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act ¨

On March 1, 2018, the Board of Directors (the “Board”) of the Company appointed John Johanning and Markus Specks as members of the Board, effective immediately. The appointments filled two vacancies previously created by the Board’s increase in the number of directors constituting the entire Board. Mr. Johanning and Mr. Specks have been appointed to serve on the Board until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.

As a result of their appointment to the Board, each of Mr. Johanning and Mr. Specks will receive compensation as a non-employee director consistent with the Company’s standard compensation practices for non-employee directors, which includes the following: (i) an initial grant of 10,000 restricted shares of the Company’s common stock to be granted on the first business day on or after January 31 of each year (the “Annual Equity Date”), which common stock shall vest in three equal annual installments upon the anniversary of each Annual Equity Date; (ii) $60,000 in annual cash compensation as director’s fees, paid quarterly; (iii) an annual grant of shares of the Company’s common stock equal to $60,000 divided by the most recent per share closing price of the common stock on each Annual Equity Date; and (iv) a grant on the Annual Equity Date of 45,000 options to purchase shares of the Company’s common stock, of which 25,000 vest immediately and 20,000 vest in three equal annual installments upon the anniversary of the Annual Equity Date.

Mr. Johanning and Mr. Specks are technical and managing directors, respectively, of Värde Partners, Inc. and/or its affiliates. Värde Partners, Inc. is the lead lender under the Credit Agreement dated as of April 26, 2017 (as amended to date, the “Second Lien Credit Agreement”), among the Company, certain subsidiaries of the Company, Wilmington Trust, National Association, and Värde Partners, Inc. and certain affiliated funds (collectively, “Värde”), and Värde holds all of the issued and outstanding shares of Series C 9.75% Convertible Participating Preferred Stock of the Company (the “Series C Preferred Stock”). As such, Värde beneficially owns a significant portion of our common stock as a result of their respective conversion rights under the Second Lien Credit Agreement and the Series C Preferred Stock.

Other than as described above, neither Mr. Johanning nor Mr. Specks has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

On March 6, 2018, Brennan Short ceased serving as the Chief Operating Officer of the Company. His responsibilities have been assumed by current management and the Company's existing consultants.

SIGNATURES

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.