UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2021

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (832) 538-0300

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

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 (see General Instruction A.2):

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. ¨

Explanatory Note

Battalion Oil Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 23, 2021 (the “Original Report”), to amend the information provided in Item 5.02 of the Original Report, related to the decision of certain directors to not to stand for re-election as a director at the Company’s 2021 annual meeting of stockholders. Item 5.02 of the Original Report is hereby amended as follows.

On April 16, 2021, William T. Transier and Scott H. Germann, members of the board of directors (the “Board”) of the Company, notified the Board that they do not intend to stand for re-election at the upcoming annual meeting of the stockholders (the “2021 Annual Meeting”), which is scheduled to occur June 8, 2021. Mr. Transier currently serves as Chairman of the Board, Chair of the Nominating and Corporate Governance Committee, Chair of the Audit Committee and a member of the Compensation Committee. Mr. Germann currently serves as Chair of the Compensation Committee, member of the Reserves Committee and member of the Audit Committee. The decision by each of Mr. Transier and Mr. Germann not to stand for re-election is not the result of a disagreement with the Company or any of its subsidiaries on any matter relating to the Company’s operations, policies or practices. Copies of the resignation letters of Messrs. Transier and Germann are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.

The Company expects both Mr. Transier and Mr. Germann will continue to serve on the Board, and in their respective committee roles, until each of their terms expire at the 2021 Annual Meeting. The size of the Board will be reduced to five (5) persons effective at the date of the 2021 Annual Meeting.

The Board has begun the process of identifying suitable board candidates with the objective of adding one or more board members in due course.

Exhibit Index

SIGNATURE

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