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):  May 19, 2020

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

5300 Town and Country Boulevard

Suite 500

Frisco, Texas 75034

(Address of Principal Executive Offices)

(972) 668-8800

(Registrant's Telephone No.)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events

Comstock Resources, Inc. (the “Company”) confirmed that effective May 19, 2020, pursuant to the Certificate of Designations filed with the Nevada Secretary of State on July 16, 2019, establishing and fixing the rights and preferences of the Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”), the Company redeemed all 210,000 outstanding shares of the Series A Preferred Stock for an aggregate redemption price of $210.0 million plus accrued and unpaid dividends of approximately $2.9 million.

The Company previously announced its intention to redeem the Series A Preferred Stock in connection with the announcement of an underwriting public offering of its common stock (the “Common Stock Offering”). Net proceeds from the Common Stock Offering, which closed on May 18, 2020, totaled approximately $190.4 million, after payment of underwriting discounts and offering expenses. The proceeds from the common stock offering, combined with cash on hand and borrowings under the Company’s bank credit facility was used to redeem all outstanding shares of the Series A Preferred Stock.

On May 20, 2020, the Company sold an additional 1,325,000 shares to the underwriters pursuant to the Common Stock Offering pursuant to their option to purchase additional shares of the Company’s common stock. The net proceeds from the exercise of the option was approximately $6.3 million and will be used to pay down amounts outstanding under the Company’s bank credit facility.

Certain legal opinions relating to the legality of the additional shares are attached as Exhibit 5.1 to this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.