Delaware
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87-0267438
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|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Amy R. Curtis | Beth di Santo, Esq. | |
Holland & Knight LLP | di Santo Law PLLC | |
1722 Routh Street, Suite 1500 | 170 Christopher Street | |
Dallas, Texas 75201 | New York, New York 10014 | |
(214) 969-1763
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(212) 365-8677 |
Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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Item 8. |
Exhibits.
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Exhibit
Number
|
Description
|
|
First Amended and Restated Certificate of Incorporation of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on March 1, 2021, Registration No. 333-253750).
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||
Third Amended and Restated Bylaws of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 23, 2022).
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Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on
April 24, 2023).
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||
Form of Restricted Stock Agreement (Time Vesting - Named Executive Officers) (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on April
24, 2023).
|
||
Form of Substitute Restricted Stock Agreement (Time Vesting) (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on March 1, 2021, Registration No. 333-253750).
|
||
4.6 | Form of Restricted Stock Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 24, 2023). | |
Form of Common Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 24, 2023).
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||
Opinion of Holland & Knight LLP as to the legality of the securities being registered.
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||
Consent of BDO USA, LLP.
|
||
Consent of Netherland, Sewell & Associates, Inc.
|
||
Consent of Holland & Knight LLP (included in Exhibit 5.1).
|
||
Power of Attorney (included as part of the signature pages to this Registration Statement).
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Filing fees
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*
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Filed herewith.
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RILEY EXPLORATION PERMIAN, INC.
|
||||
By:
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/s/ Bobby D. Riley
|
Name:
|
Bobby D. Riley | |||
Title:
|
Chairman of the Board and Chief Executive Office |
Signature
|
Title
|
|
/s/ Bobby D. Riley
|
Chairman of the Board, Director and
Chief Executive Office (Principal Executive Officer)
|
|
Bobby D. Riley
|
||
/s/ Philip Riley
|
Chief Financial Officer and Executive Vice President - Strategy
(Principal Financial Officer)
|
|
Philip Riley
|
||
/s/ Brent Arriaga
|
Director
|
|
Brent Arriaga
|
||
/s/ Rebecca Bayless
|
Director
|
|
Rebecca Bayless
|
||
/s/ Beth di Santo
|
Director
|
|
Beth di Santo
|
||
/s/ Bryan H. Lawrence
|
Director
|
|
Bryan H. Lawrence | ||
/s/ E. Wayne Nordberg
|
Director
|
|
E. Wayne Nordberg |
![]() One Arts Plaza | 1722 Routh Street, Suite 1500 | Dallas, TX 75201-2532 | T 214.964.9500 | F 214.964.9501
Holland & Knight LLP | www.hklaw.com
|
Re: |
Riley Exploration Permian, Inc. Registration Statement on Form S-8
|
{00031705.DOCX:1 } Atlanta | Austin | Birmingham | Boston | Century City | Charlotte | Chattanooga | Chicago | Dallas | Denver | Fort Lauderdale
Fort Worth | Houston | Jacksonville | Los Angeles | Miami | Nashville | New York | Orange County | Orlando | Philadelphia Portland | Richmond | San Francisco | Stamford | Tallahassee | Tampa | Tysons Washington, D.C. | West Palm Beach |
Sincerely yours,
|
|
/s/ Holland & Knight LLP | |
HOLLAND & KNIGHT LLP
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC. | |
|
|
|
|
By: | /s/ Eric J. Stevens |
|
Eric J. Stevens, P.E. | |
|
President and Chief Operating Officer |
Security
Type
|
Security
Class Title
|
Fee
Calculation
Rule |
Amount
Registered(1)
|
Proposed
Maximum
Aggregate
Offering
Price Per
Unit
|
Maximum Aggregate
Offering Price
|
Fee Rate
|
Amount of
Registration Fee
|
Equity
|
Common Stock (par value $0.001 per share)
|
Other(2)
|
950,000(3)
|
$43.03(2)
|
$40,878,500.00
|
$110.20 per $1 million
|
$4,504.81
|
Total Offering Amounts
|
-
|
$40,878,500
|
-
|
$4,504.81
|
|||
Total Fee Offsets
|
-
|
-
|
-
|
-
|
|||
Net Fee Due
|
-
|
-
|
$4,504.81
|
(1) |
This Form S-8 Registration Statement (the “Registration Statement”) registers 950,000 additional shares of Common Stock of Riley Exploration Permian, Inc. (the “Company”) that may be delivered with respect to awards under the Riley
Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan (as amended from time to time, the “Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of Common Stock of the Company that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases the number of outstanding shares of the Company’s Common Stock. Additionally, pursuant to Rule 416(b) under the Securities Act, if prior to the completion of the
distribution of the shares of Common Stock registered under this Registration Statement all shares of Common Stock are combined by a reverse stock split into a lesser number of shares of Common Stock, the number of undistributed shares of
Common Stock covered by this Registration Statement shall be proportionately reduced.
|
(2) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act on the basis of the average of the reported high and low sales prices for the Company’s common stock
as reported by the NYSE American on April 18, 2023.
|
(3) |
Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 950,000 shares of Common Stock under the Plan.
|
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