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: March 26, 2020
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37932
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94-0787340
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1177 West Loop South, Suite 1825
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 968-7000
(Registrant’s telephone number, including area
code)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, $0.001 par value per share
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YUMA
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NYSE American
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Indicate 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective March 26, 2020, J. Christopher Teets
(who was appointed as a member of the Board of Directors on
September 30, 2019) resigned as a member of the Board of Directors
of Yuma Energy, Inc. (the “Company”).
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Item 8.01
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Other Information
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Due to the outbreak of, and local, state and
federal governmental responses to, the COVID-19 coronavirus pandemic, the Company is
filing this current report on Form 8-K to avail itself of an
extension to file its Annual Report on Form 10-K for the year ended
December 31, 2019 (the “Annual
Report”), originally due
on March 30, 2020. Specifically, the Company is relying on an order
issued by the Securities and Exchange Commission (the
“SEC”) on March 25, 2020 (which extended and
superseded a prior order issued on March 4, 2020), pursuant to
Section 36 of the Securities Exchange Act of 1934, as amended
(Release No. 34-88465)(the “Order”),
regarding exemptions granted to certain public companies. The Order
allows a registrant up to an additional 45 days after the original
due date of certain reports required to be filed with the SEC if a
registrant’s ability to file such report timely is affected
due to COVID-19.
The
Company’s operations and business have experienced
disruptions due to the unprecedented conditions surrounding the
COVID-19 pandemic spreading throughout the United States and the
world. These disruptions include, but are not limited to: office
closures and the unavailability of key Company personnel required
to prepare the Company’s financial statements for the year
ended December 31, 2019 due to suggested, and mandated, social
quarantining and work from home orders, the need to look after
family members including small children who are no longer in school
and day care. The Company has also been delayed in preparing the
Annual Report due to delays in obtaining information from third
parties who have similarly been unavailable and/or have not had
sufficient time to complete the items requested.
As
such, the Company will be relying on the Order and will be making
use of the 45-day grace period provided by the Order to delay
filing of its Annual Report. The Company plans to file its Annual
Report by no later than May 14, 2020, 45 days after the original
due date of its Annual Report.
The
Company is supplementing its risk factors previously disclosed in
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018 with the following risk factors:
Continuing Uncertainty Regarding the Company’s Ability to
Continue its Business and Function as a Going Concern.
The
Company’s audited consolidated financial statements for the
year ended December 31, 2018, included a going concern
qualification. The risk factors and uncertainties described in our
SEC filings for the year ended December 31, 2018, the quarters
ended March 31, 2019, June 30, 2019, September 30, 2019, raise
substantial doubt about the Company's ability to continue as a
going concern.
More
recently, the impact of the COVID-19 pandemic, certain well
failures and the recent significant collapse in oil prices has
significantly diminished any ability to complete a restructuring
process and re-capitalize the Company. The current
unfavorable market conditions, particularly for the energy
industry, and the volatile economic environment has limited
available options and the Company may be forced to abandon our
business plan, sell assets and/or seek bankruptcy
protection.
The current volatility in commodity prices may negatively affect
our ability to complete the previously disclosed restructuring
and/or may force us to seek bankruptcy protection.
The
recent significant collapse in oil prices is adversely impacting
our ability to complete the restructuring process and appropriately
re-capitalize the Company. The current unfavorable energy market
and volatile economic environment may limit our options at this
time and if we are unable to come to a mutually agreeable
restructuring agreement, modified note and related agreements,
and/or find other available financing, we may be forced to cease
our business plan, sell assets or take other remedial steps, which
may include seeking bankruptcy protection and/or liquidating our
assets.
An occurrence of an uncontrollable event such as the COVID-19
pandemic is likely to negatively affect, and has to date negatively
affected, our operations.
The
occurrence of an uncontrollable event such as the COVID-19 pandemic
is likely to, and has already, negatively affect our operations. A
pandemic typically results in social distancing, travel bans and
quarantine, and the effects of, and response to, the COVID-19
pandemic has limited access to our facilities, properties,
management, support staff and professional advisors. These, in
turn, have not only negatively impacted our operations and
financial condition, but our overall ability to react timely to
mitigate the impact of this event. We anticipate that our first
quarter and second quarter 2020 financial results, at a minimum,
will be significantly negatively affected by COVID-19 and related
declines in the demand for, and the price of, oil and gas; however,
the full effect on our business and operation is currently unknown.
In the event that the effects of COVID-19 continue in the future
and/or the economy continues to deteriorate, we will be forced to
curtail our operations, will be unable to pay our debt obligations
as they come due and/or may be forced to seek bankruptcy
protection.
Our business and results of operations may suffer from the severity
or longevity of the Coronavirus/COVID-19 Global
Outbreak
The unwillingness of
individuals to congregate in large groups, travel and/or visit
retail business or travel outside of their homes will, and has to
date, had a negative effect on the demand for, and the current
prices of, oil and gas. Additionally, the demand for oil and gas is
based partially on global
economic conditions. Economic recessions,
including those brought on by the COVID-19 Outbreak have a negative
effect on the demand for oil and gas and will and have had, a
negative effect on our operating results. All of the above may be
exacerbated in the future as the COVID-19 Outbreak and the
governmental responses thereto continue. All of the above may in
the future cause, and have to date caused, a material adverse
effect on our operating results. These factors, combined with volatile prices of
oil and natural gas may precipitate a continued economic slowdown
and/or a recession. Concerns about global economic growth have had
a significant adverse impact on global financial markets and
commodity prices. If the economic climate in the United States or
abroad continues to deteriorate, demand for petroleum products
could further diminish, which will impact the price at which we can
sell our oil and gas, affect the ability of our vendors, suppliers
and customers to continue operations, negatively effect our
operations and ultimately adversely impact our results of
operations, liquidity and financial condition and could force us to
seek bankruptcy protection.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this report
should be considered forward-looking statements. These
forward-looking statements may be identified by words such as
“may,”
“will,”
“expect,”
“intend,”
“anticipate,”
“believe,”
“estimate,”
“plan,”
“project,”
“could,”
“should,”
“would,”
“continue,”
“seek,”
“target,”
“guidance,”
“outlook,”
“if current trends
continue,”
“optimistic,”
“forecast”
and other similar words. Such statements include, but are not
limited to, statements about the Company’s plans, objectives,
expectations, intentions, estimates and strategies for the future,
and other statements that are not historical facts. These
forward-looking statements are based on the Company’s current
objectives, beliefs and expectations, and they are subject to
significant risks and uncertainties that may cause actual results
and financial position and timing of certain events to differ
materially from the information in the forward-looking statements.
These risks and uncertainties include, but are not limited to,
those set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018 (especially in Part I, Item
1A. Risk Factors and Part II, Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations), and
other risks and uncertainties listed from time to time in the
Company’s other filings with the SEC. There may be other
factors of which the Company is not currently aware that may affect
matters discussed in the forward-looking statements and may also
cause actual results to differ materially from those discussed. In
addition, there is uncertainty about the spread of the COVID-19
virus and the impact it may have on the Company’s operations,
the demand for the Company’s oil and gas, global supply
chains and economic activity in general. The Company does not
assume any obligation to publicly update or supplement any
forward-looking statement to reflect actual results, changes in
assumptions or changes in other factors affecting these
forward-looking statements other than as required by law. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statement.
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.
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YUMA ENERGY, INC.
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Date:
March 30, 2020
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By:
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/s/ Anthony
C. Schnur
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Anthony
C. Schnur
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Interim
Chief Executive Officer, Interim Chief Financial Officer and Chief
Restructuring Officer
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