S-1MEF

As filed with the Securities and Exchange Commission on September 28, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________

Yuma Energy, Inc.

 (Exact name of Registrant as specified in its charter)

Delaware	1311	94-0787340
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1177 West Loop South, Suite 1825

Houston, Texas 77027

(713) 968-7000

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________

Sam L. Banks

Chief Executive Officer

1177 West Loop South, Suite 1825

Houston, Texas 77027

(713) 968-7000

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

The Commission is requested to send copies of all communications to:

Reid A. Godbolt, Esq. Jones & Keller, P.C. 1999 Broadway, Suite 3150 Denver, Colorado 80202 Telephone: (303) 573-1600 Facsimile: (303) 573-8133 Jonathan R. Zimmerman, Esq. Faegre Baker Daniels LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, MN 55402-3901 Telephone: (612) 766-7000

___________

Approximate date of commencement of proposed sale to the public:

As soon as practical after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒  (File No. 333-220449)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
	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 to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securitiesto be registered		Amount to be registered(1)	Proposed maximum aggregate offering price per share		Proposed maximum aggregate offering price(1)(2)		Amount of registration fee
Common Stock, $0.001 par value per share		1,840,000	$	1.00	$	1,840,000	$	214
(1)	Represents only the additional number of securities being registered, including an aggregate of 240,000 shares issuable upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-220449).
(2)	Based on the public offering price.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1. This 462(b) Registration Statement relates to the public offering of common stock, $0.001 par value per share, of Yuma Energy, Inc. (the “Registrant”) registered under the Registration Statement on Form S-1 (File No. 333-220449) (the “Prior Registration Statement”), which was initially filed on September 13, 2017, and which, as amended, was declared effective by the Commission on September 28, 2017. This 462(b) Registration Statement is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits and the powers of attorneys thereto, are hereby incorporated by reference into this 462(b) Registration Statement. The required opinion of counsel and related consent, the petroleum engineer’s consent and accountants’ consents are attached hereto and filed as exhibits herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 28, 2017.

YUMA ENERGY, INC.
By:	/s/ Sam L. Banks
	Sam L. Banks Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 28, 2017.

Signature	Title
/s/ Sam L. Banks	Director and Chief Executive Officer (Principal Executive Officer)
Sam L. Banks
/s/ James J. Jacobs	Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)
James J. Jacobs
/s/ James W. Christmas	Director
James W. Christmas
/s/ Frank A. Lodzinski	Director
Frank A. Lodzinski
/s/ Neeraj Mital	Director
Neeraj Mital
/s/ Richard K. Stoneburner	Director
Richard K. Stoneburner
/s/ J. Christopher Teets	Director
J. Christopher Teets

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Jones & Keller, P.C. as to the legality of the securities being registered.
23.1	Consent of Grant Thornton LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Netherland, Sewell & Associates, Inc.
23.4	Consent of Jones & Keller, P.C. (contained in Exhibit 5.1).

EX-5.1

Exhibit 5.1

September 28, 2017

Yuma Energy, Inc.

1177 West Loop South, Suite 1825

Houston, Texas 77027

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel to Yuma Energy, Inc., a Delaware corporation (the “Company”). We have represented the Company in connection with the Company’s filing of a registration statement on Form S-1 (File No. 333-220449) (the “Initial Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on September 13, 2017 (and amended on September 26, 2017) and declared effective by the Commission on September 28, 2017, as well as this registration statement filed in connection thereto under Rule 462(b) of the Securities Act (the “462(b) Registration Statement”). The 462(b) Registration Statement was filed by the Company with the Commission pursuant to the Securities Act, for the registration of 1,840,000 shares (the “Additional Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”), including shares of Common Stock issuable upon the exercise of an option granted by the Company to the underwriters to purchase shares of Common Stock to cover any over-allotments. This opinion is furnished to you at your request in accordance with the requirements of Item 16 of the Commission’s Form S-1 and Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

The Shares are being sold by the Company to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters, a form of which has been filed as Exhibit 1.1 to the Initial Registration Statement (the “Underwriting Agreement”).

We have examined signed copies of the Initial Registration Statement filed with the Commission, the 462(b) Registration Statement and the form of Underwriting Agreement. We have also examined and relied upon resolutions of the Board of Directors of the Company or committees thereof, the Certificate of Incorporation and bylaws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Additional Shares, to register and qualify the Additional Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Additional Shares, upon issuance, shall be validly issued, fully paid and non-assessable.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the 462(b) Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Jones & Keller, P.C.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 12, 2017 with respect to the consolidated financial statements of Yuma Energy, Inc. incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2016 in the Registration Statement on Form S-1, as amended (File No. 333-2204499), which is incorporated by reference in this Registration Statement on Form S-1MEF. We consent to the incorporation by reference of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts” in the prospectus incorporated by reference in this Registration Statement.

/s/ GRANT THORNTON LLP

Houston, Texas

September 28, 2017

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Yuma Energy, Inc. of our report dated February 27, 2017 (except for the changes to equity and earnings per share as a result of the merger, as to which the date is April 12, 2017) relating to the financial statements, which appears in Yuma Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 and is incorporated by reference in Yuma Energy, Inc.’s Registration Statement on Form S-1 (No. 333-220449). We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-1 (No. 333-220449).

/s/ PricewaterhouseCoopers LLP

Houston, Texas

September 28, 2017

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references to our firm, in the context in which they appear, and to the references to and the incorporation by reference in this Registration Statement on Form S-1 with respect to the information in our firm’s reserves report dated February 20, 2017, included in the Annual Report on Form 10-K of Yuma Energy, Inc. (the “Company”) for the fiscal year ended December 31, 2016, as well as in the notes to the financial statements included therein, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby further consent to the reference to this firm under the heading “Experts” in such Registration Statement.

NETHERLAND, SEWELL & ASSOCIATES, INC.

By: C.H. (Scott) Rees III, P.E.

C.H. (Scott) Rees III, P.E.

Chairman and Chief Executive Officer

Dallas, Texas

September 28, 2017