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): April 13, 2020
Sundance
Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36302 | 61-1949225 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1050 17th Street, Suite 700 Denver, CO 80265 | (303) 543-5700 | |
| (Address of principal executive offices, including Zip Code) | (Registrant’s telephone number, including area code) |
N/A
(Former name or former address, if changed since last report)
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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | SNDE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 13, 2020, Sundance Energy Inc. (the “Company”), received a notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s failure to file its Annual Report on Form 10-K for the period ended December 31, 2019 (the “Annual Report”), the Company no longer complies with Nasdaq’s continued listing requirements as set forth in Nasdaq Listing Rule 5250(c)(1).
As previously disclosed, on March 16, 2020 the Company filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) indicating that the filing of the Annual Report would be delayed in order for the Company to have additional time to ensure the accuracy of its 2019 financial information, and to complete the required discussion and analysis of the Company’s business, due to the existing economic environment, including circumstances related to the novel coronavirus (“COVID-19”) global outbreak. Subsequently, the unprecedented spread of COVID-19 and related federal, state and local restrictions caused the closure of the Company’s principal offices, and limited access to the Company’s facilities and books and records, resulting in limited support from and access to key personnel and professional advisors, as well as communications and similar delays among such persons. As a result, the Company was unable to file the Annual Report by the filing deadline, as extended by Rule 12b-25 and, as previously disclosed, the Company was not eligible for the relief provided for by SEC Release No. 34-88318, which grants an exemption to certain companies that are unable to meeting filing deadlines due to circumstances related to COVID-19.
In the Notice, Nasdaq indicated that the Company has 60 calendar days, or until June 12, 2020, to submit a plan to regain compliance with Nasdaq’s continued listing requirements and, if Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the filing due date (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934), or September 28, 2020, to regain compliance. The Company can also regain compliance with Nasdaq’s continued listing requirements at any time before September 28, 2020, by filing the Form 10-K with the Securities and Exchange Commission, as well as any subsequent periodic financial reports that may become due.
The Company’s management is working diligently to complete the Form 10-K and intends to file it as soon as practicable.
Item 7.01 Regulation FD Disclosure.
On April 17, 2020, the Company issued a press release regarding the matters described in Item 3.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release of Sundance Energy Inc., dated April 17, 2020 |
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.
Date: April 17, 2020
| SUNDANCE ENERGY INC. | ||
| By: | /s/ Cathy L. Anderson | |
| Name: | Cathy L. Anderson | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Sundance Energy Inc. Receives Notice Regarding Non-Compliance with Nasdaq Continued Listing Standards
DENVER, APRIL 17, 2020 (GLOBE NEWSWIRE) – Sundance Energy Inc. (NASDAQ: SNDE) (“Sundance” or the “Company”) today announced that on April 13, 2020, it received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not presently in compliance with the Nasdaq continued listing rules since the Company has not yet filed its Form 10-K for the period ended December 31, 2019.
In accordance with applicable Nasdaq listing rules, the Company plans to timely notify Nasdaq that it intends to pursue actions to file its Form 10-K as soon as practicable. Nasdaq provides for a period of 60 days following receipt of the notice for the Company to submit a plan to regain compliance for continued listing on the exchange. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on Nasdaq, subject to the Company’s compliance with the other continued listing requirements.
About Sundance Energy Inc.
Sundance Energy Inc. is an independent energy exploration and production company located in Denver, Colorado. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.net.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on Sundance. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Sundance will be those that are anticipated. Sundance’s forward-looking statements involve significant risks and uncertainties (some of which are beyond Sundance’s control) and assumptions that could cause actual results to differ materially from Sundance’s historical experience and present expectations or projections. These include, but are not limited to, risks or uncertainties associated with our previously completed redomiciliation (including the ability to recognize any benefits therefrom), our ability to complete our Annual Report on Form 10-K, our ability to regain compliance Nasdaq listing rules, the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions, including the impact of the outbreak of COVID-19 coronavirus. You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements also are affected by the risk factors described in Sundance’s 20-F filing for the fiscal year ended December 31, 2018, as may be amended, and those set forth from time-to-time in other filings with the SEC. Sundance undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
For more information, please contact:
| John Roberts VP Finance & Investor Relations Tel: (720) 638-2400 |
Eric McCrady Chief Executive Officer Tel: (303) 543-5703 |