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0001384195
2022-10-27
2022-10-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: October 27 , 2022
(Date of earliest event reported)
| |
RING ENERGY, INC. |
|
| |
(Exact
name of registrant as specified in its charter) |
|
| Nevada |
001-36057 |
90-0406406 |
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number) |
(IRS
Employer Identification No.)
|
| |
| |
1725 Hughes Landing Blvd. Suite 900
The
Woodlands, TX 77380
|
|
| |
(Address
of principal executive offices) (Zip Code)
|
|
(281)
397-3699
(Registrant’s
telephone number, including area code)
Not Applicable
(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, $0.001 par value |
REI |
NYSE American |
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 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 to this
Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On October 31, 2022, Ring Energy, Inc. (the “Company”)
filed with the Secretary of State of Nevada a Certificate of Withdrawal of Certificate of Designation to eliminate the authorization of
its Series A Convertible Preferred Stock, of which all 153,176 shares have been fully converted and are no longer outstanding. As a result
of the filing, such previously authorized and issued shares of Series A Preferred Stock return to being authorized, unissued and undesignated
shares of preferred stock. A copy of the Certificate of Withdrawal is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
A special meeting of stockholders of the Company
was held on October 27, 2022 (the “Meeting”) at which the Company’s stockholders voted on the proposals identified below.
These proposals were described in detail in the Company’s definitive Proxy
Statement for the Special Meeting filed with the Securities and Exchange Commission on September 26, 2022.
At the close of business on September 1, 2022,
the record date for the Meeting, 130,581,374 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
were issued and outstanding and entitled to vote at the Meeting. Stockholders owning a total of 72,736,649 shares of Common Stock were
represented at the meeting, which represented approximately 55.7% of the shares of the Common Stock outstanding as of the record date
for the Meeting.
| Proposal 1 | |
| |
FOR | |
AGAINST | |
ABSTAIN |
|
| | |
To approve, pursuant to NYSE American Listing Rule 712(b), the issuance of 42,548,903 shares of Common Stock, upon conversion of 153,176 shares of Series A Convertible Preferred Stock, par value $0.001 per share. | |
68,835,720 | |
3,763,113 | |
137,816 |
|
| Proposal 2 | |
| |
| |
| |
|
|
| | |
To authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the proposal listed above. | |
67,535,090 | |
4,442,239 | |
759,320 |
|
As indicated above, both proposals were approved
and adopted by shareholders whose aggregate shares voted “For” at the meeting exceed those shares voting “Against”.
There were no “broker non-votes.”
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
| |
|
RING ENERGY, INC. |
| |
|
|
|
| Date: |
October 31, 2022 |
By: |
/s/ Travis T. Thomas |
| |
|
|
Travis T. Thomas |
| |
|
|
Chief Financial Officer |
