8-K

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): January 4, 2017

Tengasco, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-15555

Delaware	87-0267438
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6021 S. Syracuse Way, Suite 117, Greenwood Village CO 80111

(Address of principal executive offices, including zip code)

(720) 420-4460

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 4, 2017, Tengasco, Inc. issued a press release announcing the filing of Prospectus containing final terms of the Rights Offering to shareholders described in Registration Statement on Form S-1 filed October 17, 2016, as amended and deemed effective December 30, 2016.

A copy of the press release is attached to this report as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 4, 2017

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.

Date:  January 4, 2017
	TENGASCO, INC.
	By:	/s/	Michael J. Rugen
	Name:		Michael J. Rugen
	Title:		Chief Executive Officer

EX-99.1

Exhibit 99.1 Press Release dated January 4, 2017

Tengasco Announces Effectiveness and Terms of Rights Offering

Greenwood Village, Colorado. January 4, 2017 -- Tengasco, Inc. (NYSE MKE: TGC) announced today the Company’s Form S-1 Registration Statement concerning a nontransferable rights offering to shareholders (the “Offering”) was deemed effective by the Securities and Exchange Commission on December 30, 2016.  Accordingly, the Company today filed a prospectus containing the final terms of the Offering (the “Prospectus”).

The Offering includes a basic right for stockholders of the Company’s 6,097,723 outstanding shares on Nov. 21, 2016 (the record date) to purchase, for each share held, two new shares of common stock at a price of $0.60 for each share.  The Offering includes an oversubscription privilege whereby shareholders fully exercising their basic right may purchase shares offered but not purchased by other shareholders, if available.  All rights will expire if not exercised by 5:00 PM EST time on February 2, 2017, unless the Company extends the offering.

Shareholders should carefully read the Prospectus because it contains important information.  The Prospectus and documents including the Rights Certificate and instructions about how to exercise and pay for the rights exercised will be both mailed to all registered shareholders commencing January 5, 2017 and simultaneously provided to all brokers or nominee holders for distribution by the broker to all beneficial owners of the Company’s stock.   Shareholders may also review (at no cost) the Prospectus and other documents relating to the rights offering at the SEC’s web site at www.sec.gov by clicking “Company Filings” as shown on the home page of that website and on the next page by entering the Company’s ticker symbol TGC in the “Fast Search” box.

Neither the Company, nor its board of directors is making any recommendation to shareholders as to whether to exercise their subscription rights. The Company anticipates that Dolphin Offshore Partners, LP, the Company’s largest shareholder, will fully exercise its basic subscription rights and oversubscription privileges subject to any limitations imposed in the Offering and that all directors and the Chief Executive Officer of the Company will fully exercise their basic subscription rights.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares.  The statements contained in this release that are not purely historical are forward-looking statements within the meaning of applicable securities laws.