8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2023

Next Bridge Hydrocarbons, Inc.(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)

333-269366	87-2538731
(Commission File Number)	(IRS Employer Identification No.)
6300 Ridglea Place, Suite 950 Fort Worth, Texas	76116
(Address of principal executive offices)	(Zip Code)

(817) 438-1937
Registrant’s telephone number, including area code

Not applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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. o

Item 8.01. Other Events.

On January 23, 2023, Next Bridge Hydrocarbons, Inc. (the “Company”) issued a press release announcing the filing of a registration statement on Form S-1 relating to shares of common stock to be offered in a registered direct offering with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any filing with the SEC made by the Company.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit
Number	Description
99.1	Press release dated January 23, 2023

SIGNATURES

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.

	NEXT BRIDGE HYDROCARBONS, INC.
Date: January 23, 2023	By:	/s/ Clifton DuBose, Jr.
		Name:	Clifton DuBose, Jr.
		Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES FILING OF REGISTRATION STATEMENT ON FORM S-1

FORT WORTH – January 23, 2023 – Next Bridge Hydrocarbons, Inc. (“Next Bridge”, “our”, “we”, or the “Company”), a private oil and gas exploration and production company with interests in Texas and Oklahoma, announced today that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) relating to shares of common stock to be offered in a registered direct offering. The shares of common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

The Company has engaged Roth Capital Partners as the exclusive placement agent for the registered direct offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Company is an independent public reporting energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. Our primary focus has been the development of interests in an oil and gas project consisting of 134,000 contiguous gross acres we hold in the Orogrande Basin in West Texas in Hudspeth County, Texas. In addition, we have minor interests in the Eastern edge of the Midland Basin in Texas, and two minor well interests in Oklahoma. Please visit www.nextbridgehydrocarbons.com for more information.

This statement may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company’s filings with the SEC available on the Company’s website or the SEC's website at www.sec.gov.

Copies of the prospectus relating to this offering, when available, may be obtained from Roth Capital Partners, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC’s website, www.sec.gov.

Contact:

Dennard Lascar Investor Relations

NextBridge@dennardlascar.com