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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): September 4,
2019
PETROSHARE CORP.
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation or
organization)
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001-37943
(Commission
File
Number)
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46-1454523
(I.R.S.
Employer
Identification
No.)
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9635 Maroon Circle, Suite 400
Englewood, Colorado 80112
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number including area code: (303) 500-1160
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 Securities Exchange Act
of 1934:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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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
PetroShare
Corp. (the “Company”) is filing this Amendment No. 1 on
Form 8-K/A (this “Amendment”) to its Current Report on
Form 8-K dated September 4, 2019 filed with the U.S.
Securities and Exchange Commission (“SEC”) (the
“Original Filing”) to amend the link where copies of
the bankruptcy pleadings related to the Chapter 11 Cases can be
found. Capitalized terms used in this Explanatory Note but not
defined are defined in the Original Filing.
No
attempt has been made in this Amendment to modify or update the
disclosures in the Original Filing except as required to reflect
the effect of the revisions discussed herein. Except as otherwise
noted herein, this Amendment continues to describe conditions as of
the date of the Original Filing and the disclosures contained
herein have not been updated to reflect events, results or
developments that occurred after the date of the Original Filing,
or to modify or update those disclosures affected by subsequent
events. Among other things, forward-looking statements made in the
Original Filing have not been revised to reflect events, results or
developments that occurred or facts that became known to us after
the date of the Original Filing, and such forward-looking
statements should be read in conjunction with our filings with the
SEC subsequent to the filing of the Original Filing. Accordingly,
this Amendment should be read in conjunction with the Original
Filing and the Company’s other filings with the SEC
subsequent to September 4, 2019.
Item 1.03
Bankruptcy or
Receivership
On
September 4, 2019 (the “Petition
Date”), PetroShare Corp. (the “Company”)
and its wholly-owned subsidiary, CFW Resources, LLC (collectively,
with the Company, the “Debtors”),
filed voluntary petitions for reorganization (the
“Bankruptcy
Petitions” and the cases commenced thereby, the
“Chapter 11
Cases”) under chapter 11 of the United States
Bankruptcy Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the
District of Colorado (the “Court”).
The Debtors have filed a motion with the Court seeking to
administer all of the Debtors’ Chapter 11 Cases jointly under
the caption In re PetroShare
Corp., et al. (Case No. 19-17633).
The
Debtors have also filed motions with the Court seeking
authorization to continue to operate their businesses as
“debtors-in-possession” under the jurisdiction of the
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Court. The Debtors expect to
continue their existing operations without interruption during the
pendency of the Chapter 11 Cases. To maintain and continue
uninterrupted ordinary course operations during the Chapter 11
Cases, the Debtors have filed a variety of “first day”
motions seeking approval from the Court for various forms of
customary relief. These motions are designed primarily to minimize
the effect of bankruptcy on the Company’s operations,
customers and employees.
Court
filings and other information relating to the Company’s
restructuring are available free of charge
at https://bmcgroup.com/petroshare.
Item
2.04
Triggering
Events that Accelerate or Increase a Direct Financial Obligation or
an Obligations under an Off-Balance Sheet Arrangement
The
commencement of the Chapter 11 Cases described in Item 1.03 of this
report constitutes an event of default under certain of the
Company’s debt instruments, including the Secured Term Credit
Agreement dated February 1, 2018 and the 10% Unsecured Promissory
Notes and the Series B Unsecured Promissory Notes (together, the
“Unsecured
Notes”), which results in automatic acceleration of
the Company’s obligations under such debt instruments.
However, as previously reported, the outstanding obligations under
the Secured Credit Agreement were accelerated prior to the filing
of the Bankruptcy Petitions and the Unsecured Notes matured by
their terms on December 31, 2018.
Any
efforts to enforce payment obligations under the aforementioned
debt instruments are automatically stayed as a result of the filing
of the Chapter 11 Cases and the creditors’ rights of
enforcement in respect of the debt instruments are subject to the
applicable provisions of the Bankruptcy Code.
Item
7.01
Regulation
FD Disclosure
On
September 4, 2019, the Company issued a press release announcing
the filing of the Bankruptcy Petitions. A copy of the press release
is attached to this report as Exhibit 99.1 and incorporated
herein by reference.
The
information furnished pursuant to Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is not subject to the liabilities of
that section and is not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended (the
“Securities Act”), unless specifically identified
therein as being incorporated therein by reference.
The
Company cautions that trading in the Company’s securities
during the pendency of the Chapter 11 Cases is highly speculative
and poses substantial risks. Trading prices for the Company’s
securities may bear little or no relationship to the actual
recovery, if any, by holders of the Company’s securities in
the Chapter 11 Cases.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits. The
following exhibit is furnished with this report:
99.1 Press Release
dated September 4, 2019
Cautionary Statement Regarding Forward-Looking
Statements
This
report contains certain statements that are, or may be deemed to
be, “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements, other than statements of historical facts,
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward looking statements. These forward-looking statements
are based largely on the Company’s current expectations and
projections about future events and financial trends affecting the
financial condition of its business. These forward-looking
statements are subject to a number of risks, uncertainties and
assumptions, including, among other things, the risk factors
discussed in the Company’s most recent Annual Report on Form
10-K as well as in other reports filed from time to time by the
Company with the Securities and Exchange Commission, most of which
are beyond its control. The words “believe,”
“may,” “estimate,” “continue,”
“anticipate,” “intend,” “plan,”
“expect,” “indicate” and similar
expressions are intended to identify forward-looking statements.
Although the Company believes that the forward-looking statements
contained in this report are based upon reasonable assumptions, the
forward-looking events and circumstances may not occur and actual
results could differ materially from those anticipated or implied
in the forward-looking statements.
These
forward-looking statements may be affected by, among other things,
(i) the Company’s ability to obtain approval with respect to
motions in the Chapter 11 Cases, the Bankruptcy Court’s
rulings in the Chapter 11 Cases and the outcome of the Chapter 11
Cases in general; (ii) risks associated with third-party motions in
the Chapter 11 Cases, which may interfere with the Debtors’
ability to achieve its anticipated results; (iii) the potential
adverse effects of the Chapter 11 Cases on the Debtors’
liquidity, results of operations or business prospects; (iv) the
ability to execute the Company’s business and restructuring
plan; (v) increased legal and advisor costs related to the Chapter
11 cases and other litigation and the inherent risks involved in a
bankruptcy process; and (vi) other factors disclosed by the Company
from time to time in its filings with the SEC, including those
described under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q. The Company does not intend to publicly update or revise
any forward-looking statements as a result of new information,
future events or otherwise, except as required by law.
SIGNATURE
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
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PETROSHARE CORP.
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Date:
September 10, 2019
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By: /s/
Paul
Maniscalco
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Paul
Maniscalco, Chief Financial Officer
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