UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2023, Hallador Energy Company (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”), pursuant to which the Company may issue and sell, from time to time, shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), with aggregate gross proceeds of up to $50,000,000 through an “at-the-market” equity offering program under which the Agent will act as sales agent. Any Shares sold under the Sales Agreement will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-273327) that was filed with the Securities and Exchange Commission (the “SEC”) and is effective. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov. The Company filed a prospectus supplement, dated December 18, 2023, with the SEC in connection with the offer and sale of the Shares. A copy of the prospectus supplement may be obtained on the SEC’s website at www.sec.gov.
Under the Sales Agreement, each of the Company and the Agent have the right, by giving five (5) days’ notice to terminate the Sales Agreement in its sole discretion. The Agent may also terminate the Agreement, by notice to the Company, upon the occurrence of certain events described in the Sales Agreement.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
A legal opinion relating to the Shares that may be sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Number |
Description | |
| 1.1 | At Market Issuance Sales Agreement, dated December 18, 2023 between Hallador Energy Company and B. Riley Securities, Inc. | |
| 5.1 | Opinion of Jones & Keller, P.C. | |
| 23.1 | Consent of Jones & Keller, P.C. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Hallador Energy Company | ||
| Date: December 18, 2023 | By: | /s/ Lawrence D. Martin |
| Lawrence D. Martin | ||
| Chief Financial Officer | ||
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