8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: October 26, 2016

(Date of earliest event reported)

Yuma Energy, Inc.

(Exact name of registrant as specified in its charter)

CALIFORNIA	001-32989	94-0787340
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1177 West Loop South, Suite 1825

Houston, Texas 77027

(Address of principal executive offices) (Zip Code)

(713) 968-7000

(Registrant’s telephone number, including area code)

(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))

Introductory Note

On February 10, 2016, Yuma Energy, Inc., a California corporation (“Yuma California”), Yuma Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma California (the “Company”), Delaware Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”), and Davis Petroleum Acquisition Corp. (“Davis”) entered into an agreement and plan of merger and reorganization, as subsequently amended on September 2, 2016 (the “Merger Agreement”), providing for the merger of Yuma California with and into the Company (the “Reincorporation Merger”) and the merger of Merger Subsidiary with and into Davis (the “Merger”). The Reincorporation Merger and the Merger were consummated on October 26, 2016. In connection with the Reincorporation Merger, Yuma California converted each outstanding share of its 9.25% Series A Cumulative Redeemable Preferred Stock, no par value per share (the “Series A Preferred Stock”) into 35 shares of its common stock, no par value per share (the “Yuma California Common Stock”), and then each share of Yuma California Common Stock was exchanged for one-twentieth of one share of common stock, $0.001 par value per share, of the Company (the “Common Stock”). In connection with the Merger, the Company issued approximately 7,455,000 shares of Common Stock to former holders of common stock of Davis and approximately 1,754,000 shares of Series D Convertible Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”), of the Company, to former holders of Davis preferred stock. After the Reincorporation Merger and the Merger, the Company had approximately 12,201,000 shares of Common Stock issued and outstanding.

Item 2.01.                       

Completion of Acquisition or Disposition of Assets.

On October 26, 2016, Yuma California completed its previously announced Reincorporation Merger and Merger pursuant to the Merger Agreement.

Immediately prior to the consummation of the Reincorporation Merger, each share of Series A Preferred Stock was converted into 35 shares of Yuma California Common Stock, which included any accrued and unpaid dividends on the Series A Preferred Stock as of immediately prior to the consummation of the Reincorporation Merger. The conversion was approved by the shareholders of Yuma California.

As part of the consummation of the Reincorporation Merger, a 1-for-20 reverse stock split was effected, whereby (i) each share of Yuma California Common Stock was converted into one-twentieth of one share of Common Stock; (ii) each option to acquire Yuma California Common Stock granted pursuant to Yuma California 2006 Equity Incentive Plan (the “2006 Plan”) and outstanding immediately prior to the consummation of the Reincorporation Merger was automatically converted into the right to receive one-twentieth of one share of Common Stock for each share of Yuma California Common Stock subject to such option, on the same terms and conditions applicable to the option to purchase Common Stock, except that the exercise price of such option was multiplied by twenty; (iii) each outstanding share of restricted stock of Yuma California granted pursuant to the Yuma California 2011 Stock Option Plan (the “2011 Plan”) or Yuma California’s 2014 Long-Term Incentive Plan (the “2014 Plan”) was automatically converted into the right to receive one-twentieth of one share of Common Stock, on the same terms applicable to such restricted stock award; and (iv) each stock appreciation right granted pursuant to the 2014 Plan outstanding immediately prior to the consummation of the Reincorporation Merger, whether vested or unvested, exercisable or unexercisable, was automatically converted into the right to receive one-twentieth of one share of Common Stock for each share of Yuma California Common Stock subject to such stock appreciation right, on the same terms and conditions applicable to the stock appreciation right, except that the exercise price was multiplied by twenty.

The foregoing description of the Reincorporation Merger and the Merger, and the rights of holders of Series A Preferred Stock and Yuma California Common Stock under the Merger Agreement, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the First Amendment to the Merger Agreement dated September 2, 2016 (the “First Amendment”), a copy of which are included with this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 2.1(a) and incorporated by reference herein.

Item 3.01.                       

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with completion of the Reincorporation Merger and the Merger on October 26, 2016, the Company notified the NYSE MKT that the Reincorporation Merger and the Merger had been completed and requested that trading of the Series A Preferred Stock and the Yuma California Common Stock on NYSE MKT be suspended prior to the open of the market on October 27, 2016. In addition, an application on Form 25 was filed with the SEC to remove the Series A Preferred Stock and the Yuma California Common Stock from listing on NYSE MKT and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file a certification on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

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Item 3.03.                       

Material Modification to Rights of Security Holders.

See Item 5.03 which is incorporated by reference in response to this Item.

Item 5.03.                       

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Upon approval of the Yuma California shareholders on October 26, 2016, in connection with the consummation of the Reincorporation Merger, the Company filed an amendment (the “Amendment”) to its Certificate of Determination of the Series A Preferred Stock (the “Certificate of Determination”) with the California Secretary of State which was effective on October 26, 2016.

The Amendment is included with this Current Report on Form 8-K as Exhibit 3.1 and it is incorporated by reference herein.

Item 5.07.                       

Submission of Matters to a Vote of Security Holders

On October 26, 2016, Yuma California held a special meeting of shareholders (the “Special Meeting”). The proposals are described in detail in the Proxy Statement/Prospectus referred to in Item 5.03. The final results regarding each proposal are set forth below.

1. 

The proposal to approve and adopt the Agreement and Plan of Merger and Reorganization dated as of February 10, 2016 and as amended on September 2, 2016, by and among Yuma California, two wholly owned subsidiaries of Yuma California, and Davis Petroleum Acquisition Corp., a Delaware corporation, referred to as Davis.

	FOR	AGAINST	ABSTAIN
Common Stock	48,841,573	1,500,820	1,287,114
Preferred Stock	443,753	13,511	3,840

2. 

The proposal to approve the reincorporation of Yuma California from California to Delaware by means of a merger with and into a wholly-owned Delaware subsidiary, which will result in Yuma California being governed by the laws of the State of Delaware and implementing a reverse stock split at a ratio of not greater than 1-for-10 and not less than 1-for-20, with the exact ratio to be determined by the Yuma California board of directors in its sole and absolute discretion.

	FOR	AGAINST	ABSTAIN
Common Stock	48,280,543	2,061,850	1,287,114
Preferred Stock	443,728	13,536	3,840

3. 

The proposals to approve six provisions in the amended and restated certificate of incorporation of the Company that will be in effect after completion of the reincorporation and that are not in its current restated articles of incorporation of Yuma California:

A. 

the provision in the restated articles of incorporation of Yuma California that decreases the authorized shares of Yuma California common stock from 300,000,000 shares to 100,000,000 shares and increases the authorized shares of Yuma California preferred stock from 10,000,000 to 20,000,000;

	FOR	AGAINST	ABSTAIN
Common Stock	46,966,348	2,374,062	1,289,097
Preferred Stock	440,858	17,774	2,472

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B. 

the provision in the amended and restated certificate of incorporation of the Company that provides the Yuma board of directors with the authority to set the number of directors on the board pursuant to the bylaws of the Company;

 

	FOR	AGAINST	ABSTAIN
Common Stock	47,952,957	3,651,442	25,108
Preferred Stock	435,645	22,164	3,295

C. 

the provision in the amended and restated certificate of incorporation of the Company that provides for the classification of the board of directors into three classes with staggered terms ;

	FOR	AGAINST	ABSTAIN
Common Stock	47,665,648	3,661,551	302,308
Preferred Stock	441,566	15,193	4,345

D. 

the provision in the amended and restated certificate of incorporation of the Company that restricts the ability of stockholders to remove directors without cause;

	FOR	AGAINST	ABSTAIN
Common Stock	47,276,583	4,282,081	70,843
Preferred Stock	417,553	39,379	4,172

E. 

the provision in the amended and restated certificate of incorporation concerning classification of directors which provides that, if at any time the former stockholders of Davis beneficially own less than 50% of the aggregate voting power of all outstanding shares of stock entitled to vote in the election of directors, at each annual meeting of stockholders following such date, each of the successor directors elected at such annual meeting shall serve for a one-year term; and

	FOR	AGAINST	ABSTAIN
Common Stock	48,549,973	2,795,771	283,763
Preferred Stock	434,485	19,993	6,626

F. 

the provision in the amended and restated certificate of incorporation of the Company that requires certain actions and proceedings with respect to the Company be brought in the federal or state courts located within the state of Delaware;

	FOR	AGAINST	ABSTAIN
Common Stock	48,284,873	3,338,500	6,134
Preferred Stock	443,073	13,359	4,672

4. 

The proposal to approve and adopt the amendments to the Yuma California certificate of determination to provide for the conversion of the Series A Preferred Stock into 35 shares of Yuma California Common Stock.

	FOR	AGAINST	ABSTAIN
Common Stock	48,612,435	3,012,694	4,377
Preferred Stock	420,668	37,990	2,445

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5. 

The proposal to approve and adopt an amendment to the Yuma Energy, Inc. 2014 Long-Term Incentive Plan to increase the number of shares available by 4.1 million and increase the award limits.

	FOR	AGAINST	ABSTAIN
Common Stock	46,456,441	4,932,342	240,724

Each proposal was approved by a majority of the issued and outstanding shares of Yuma California Common Stock and proposals 1, 2, 3 and 4 were approved by more than two-thirds (66⅔%) of the issued and outstanding shares of Series A Preferred Stock.

Item 8.01.                       

Other Events

On October 26, 2016, Yuma California issued press releases disclosing the Special Meeting voting results and announcing the closing of the Reincorporation Merger and the Merger with Davis. A copy of the press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

Item 9.01.                       

Financial Statements and Exhibits

(c)            

Exhibits.

The following exhibits are included with this Current Report on form 8-K:

Exhibit No.	Description
2.1	Agreement and Plan of Merger and Reorganization dated as of February 10, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on February 16, 2016).
2.1(a)	First Amendment to the Agreement and Plan of Merger and Reorganization dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on September 6, 2016).
3.1	Amendment to the Certificate of Determination dated October 26, 2016.
10.5(a)	First Amendment to the Employment Agreement dated October 26, 2016, between Yuma Energy, Inc. and Sam L. Banks.
10.8(a)	Amendment to the Yuma 2014 Long-Term Incentive Plan dated October 26, 2016.
99.1	Press release announcing completion of Reincorporation Merger dated October 26, 2016.
99.2	Press release announcing completion of the Merger with Davis dated October 26, 2016.

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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.

	YUMA ENERGY, INC.
Date: November 1, 2016	By:	/s/  Sam L. Banks
		Sam L. Banks
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger and Reorganization dated as of February 10, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on February 16, 2016).
2.1(a)	First Amendment to the Agreement and Plan of Merger and Reorganization dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on September 6, 2016).
3.1	Amendment to the Certificate of Determination dated October 26, 2016.
10.5(a)	First Amendment to the Employment Agreement dated October 26, 2016, between Yuma Energy, Inc. and Sam L. Banks.
10.8(a)	Amendment to the Yuma 2014 Long-Term Incentive Plan dated October 26, 2016.
99.1	Press release announcing completion of Reincorporation Merger dated October 26, 2016.
99.2	Press release announcing completion of the Merger with Davis dated October 26, 2016.

 

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EX-10.5(A)

Exhibit 10.5(a)

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

This First Amendment to the Employment Agreement (this “Amendment”) is dated as of October 26, 2016, among Yuma Energy, Inc. (as successor to The Yuma Companies, Inc.) (“Yuma” or the “Company”) and Sam L. Banks (“Employee”), and amends that certain Employment Agreement effective as of October 1, 2012 between the Company and Employee (the “Employment Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Company and Employee desire to modify the Employment Agreement on the terms herein; and

WHEREAS, in December 2014, the Board of Directors (the “Board”) of the Company terminated the Overriding Royalty Interest Plan (the “ORRI Plan”);

WHEREAS, as a result of the termination of the ORRI Plan, the Board provided that Employee would no longer receive any future grants under the ORRI Plan or the Employment Agreement; and

WHEREAS, the Company and Employee desire to amend the Employment Agreement to provide that Employee is not entitled to any future grants of ORRIs as provided in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee, intending to be legally bound by the terms hereof, agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1Amendments.

A.Section G of Article IV of the Employment Agreement is hereby amended and restated to read in its entirety as follows:

“G.            

Employee is entitled to the remaining overriding royalty interest (“ORRI”) available on each Prospect after all other contractual requirements have been fulfilled (such Employee’s interest, the “Contractual ORRI”) on all projects or Prospects existing and Sold on or before September 14, 2014, except with respect to Prospects within the Amazon, Livingston, Addison or Crosby projects as set forth in Section I of Article IV below.”

B.Section I is added to Article IV of the Employment Agreement to read in its entirety as follows:

“I.            

As to wells spudded after September 14, 2014 in the following projects, Employee will be entitled to ORRIs as set forth below:

Addison and Crosby Projects

Employee’s Contractual ORRI is, and Employee will be assigned, 25% of his original Contractual ORRI on wells that were not yet spudded as of September 14, 2014, on the acreage in any designated spacing unit (i.e. voluntary, commissioner or by adopted field rule) in the Crosby Austin Chalk Acreage and Addison Acquisition Acreage Projects when the first well in that spacing unit has been spudded. As an illustration, where Employee’s Contractual ORRI originally was 0.3400%, then Employee’s resulting Contractual ORRI shall be 0.0850%, subject to any applicable adjustments based on the terms of the ORRI.

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Amazon 3-D Project

Employee’s Contractual ORRI for Prospects in the Amazon 3-D Project is (i) for Prospects that, as of September 14, 2014, have been accepted by the Company and which are “Leased and money collected,” 50% of his original Contractual ORRI, and (ii) for Prospects that, as of September 14, 2014, have been accepted by the Company but not “Leased and money collected,” 40% of his original Contractual ORRI. Employee’s Contractual ORRI will be assigned on each such Prospect once the Prospect is Sold and the initial test well has been spudded on such Prospect in the Amazon 3-D Project. For illustrative purposes and subject to the foregoing and any applicable adjustments based on the terms of the ORRI, Employee’s ORRI in the Prospects in the Amazon 3-D Project are:

Prospect	Original Contractual ORRI1	Applicable Percentage2	Resulting Contractual ORRI1, 2, 3
Anaconda	0.239646%	40%	0.0958584%
Bell City North	0.239646%	50%	0.119823%
Branco	0.239646%	50%	0.119823%
Jaguarundi	0.207503%	50%	0.103752%
N. Spider Monkey	0.239646%	50%	0.119823%
S. Spider Monkey	0.207503%	50%	0.103752%
Tambo	0.239646%	40%	0.0958584%

Notes:

1 – Subject to applicable adjustments based on the terms of the ORRI.

2 – Subject to the terms of this Section I.

3 – The ORRI is as provided in the definition of “ORRI,” which provides that the ORRI means the overriding royalty interest, or interest in oil and gas produced at the surface, free of the expense of Production, and in addition to the usual land owner’s royalty reserved to the lessor in an oil and gas lease. An ORRI shall be free and clear of any costs of drilling, development and operations, but shall bear its proportionate part of all severance and other taxes and all marketing costs on Production, including costs incurred in dehydrating, treating, transporting, boosting, compressing or otherwise processing oil and gas in order to make same marketable.

Livingston 3-D Project

Employee’s Contractual ORRI for Prospects in the Livingston 3-D Project is (i) for Prospects that, as of September 14, 2014, have been accepted by the Company and which are “Leased and money collected,” 50% of his original Contractual ORRI, and (ii) for Prospects that, as of September 14, 2014, have been accepted by the Company but not “Leased and money collected,” 40% of his original Contractual ORRI. Employee’s Contractual ORRI will be assigned on each such Prospect once the Prospect is Sold and the initial test well has been spudded on such Prospect in the Livingston 3-D Project. For illustrative purposes and subject to the foregoing and any applicable adjustments based on the terms of the ORRI, Employee’s ORRI in the Prospects in the Livingston 3-D Project are:

Prospect	Original Contractual ORRI1	Applicable Percentage2	Resulting Contractual ORRI1, 2, 3
Aztec	0.0900%	40%	0.03600%
Bandelier	0.0900%	40%	0.03600%
Bighorn	0.0900%	40%	0.03600%
Bryce	0.0900%	40%	0.03600%
Carlsbad	0.0900%	40%	0.03600%
Glacier	0.0900%	50%	0.04500%
Joshua	0.0900%	50%	0.04500%
Mesa Verde	0.0900%	50%	0.04500%
Ranier	0.0900%	40%	0.03600%
Ripken	0.0900%	40%	0.03600%
Ryan	0.0900%	40%	0.03600%

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Notes:

1 – Subject to applicable adjustments based on the terms of the ORRI.

2 – Subject to the terms of this Section I.

3 – The ORRI is as provided in the definition of “ORRI,” which provides that the ORRI means the overriding royalty interest, or interest in oil and gas produced at the surface, free of the expense of Production, and in addition to the usual land owner’s royalty reserved to the lessor in an oil and gas lease. An ORRI shall be free and clear of any costs of drilling, development and operations, but shall bear its proportionate part of all severance and other taxes and all marketing costs on Production, including costs incurred in dehydrating, treating, transporting, boosting, compressing or otherwise processing oil and gas in order to make same marketable.

Section 1.2Miscellaneous.

A.No Further Amendments. Except as expressly set forth in this Amendment, the Employment Agreement is hereby ratified and confirmed in accordance with its terms.

B.Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of Texas.

C.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Any party’s delivery of an executed counterpart signature page by facsimile or email is as effective as executing and delivering this Amendment in the presence of the other party. No party shall be bound until such time as all of the parties have executed counterparts of this Amendment.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

YUMA ENERGY, INC.
By:	/s/ Paul D. McKinney
	Name: Paul D. McKinney
	Title: Executive Vice President and Chief Operating Officer
EMPLOYEE
By:	/s/ Sam L. Banks
	Name: Sam L. Banks

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EX-10.8(A)

Exhibit 10.8(a)

AMENDMENT NO. 1

TO THE

YUMA ENERGY, INC.

2014 LONG-TERM INCENTIVE PLAN

This Amendment No. 1 to the Yuma Energy, Inc. 2014 Long-Term Incentive Plan (the “Plan”) was approved and adopted by the Board of Directors of Yuma Energy, Inc. (the “Company”) on June 16, 2016, subject to approval by the shareholders of the Company, which was obtained on October 26, 2016. Accordingly, the Plan is hereby amended, effective as of October 26, 2016, as follows:

1.

Section 2.10 of the Plan is hereby deleted in its entirety and replaced with the following:

“Company” means Yuma Energy, Inc., a Delaware corporation.”

2.

The first sentence of Section 3.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“Subject to the limitations set forth herein, 4,990,000 shares of Common Stock are reserved for issuance pursuant to Awards made under this Plan.”

3.

Section 4.1(a) of the Plan be deleted in their entirety and replaced with the following:

“(a) Subject to Article XII, (i) the aggregate number of shares of Common Stock made subject to the grant of Options and/or SARs to any Eligible Employee in any calendar year may not exceed 1,500,000 and (ii) the maximum aggregate number of shares that may be issued under this Plan through Incentive Stock Options is 1,000,000.”

4.

Section 4.1(b) of the Plan be deleted in their entirety and replaced with the following:

 “(b) Subject to Article XII, the aggregate number of shares of Common Stock made subject to the grant of Restricted Stock Awards, Restricted Stock Unit Awards, Performance Unit Awards, Performance Bonus Awards, Stock Awards and Other Incentive Awards to any Eligible Employee in any calendar year may not exceed 700,000.”

In all other respects, the Plan remains unchanged and in full force and effect, and such Plan as hereby amended is approved and adopted.

IN WITNESS WHEREOF, this Amendment No. 1 to the Plan has been executed to be effective as of October 26, 2016.

YUMA ENERGY, INC.

By: /s/ Sam L. Banks

Name: Sam L. Banks

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DETERMINATION

OF

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

OF

9.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

OF

YUMA ENERGY, INC.

The undersigned, Sam L. Banks and James J. Jacobs, do hereby certify that:

A.           

They are the President and Corporate Secretary, respectively, of Yuma Energy, Inc., a California corporation (the “Corporation”).

B.           

Section 7 of the Certificate of Determination of Rights, Preferences, Privileges and Restrictions of 9.25% Series A Cumulative Redeemable Preferred Stock of the Corporation is hereby amended to add the following subsection:

“(Q)           

Automatic Conversion. Each share of Series A Preferred Stock shall, immediately prior to the reincorporation of the Corporation from California to Delaware pursuant to the Agreement and Plan of Merger and Reorganization dated February 10, 2016, as it may be amended from time to time (the “Merger Agreement”) by and among the Corporation, Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc., and Davis Petroleum Acquisition Corp., automatically be converted into 35 shares of fully paid and nonassesable shares of Common Stock. Upon notice from the Corporation, each holder of Series A Preferred Stock so converted shall promptly surrender to the Corporation for cancellation, at any place where the Corporation shall maintain a transfer agent for its Series A Preferred Stock or Common Stock, certificates representing the shares of Series A Preferred Stock so converted, duly endorsed in blank or accompanied by proper instruments of transfer. As promptly as practicable after the surrender of any shares of Series A Preferred Stock, the Corporation shall (subject to compliance with the applicable provisions of federal and state securities laws) deliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and nonassessable shares of Common Stock into which such shares are entitled to be converted.”

C.           The foregoing amendment of the Certificate of Determination of Rights, Preferences, Privileges and Restrictions of 9.25% Series A Cumulative Redeemable Preferred Stock of the Corporation has been duly approved by the Board of Directors.

D.           The foregoing amendment of the Certificate of Determination of Rights, Preferences, Privileges and Restrictions of 9.25% Series A Cumulative Redeemable Preferred Stock of the Corporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares of stock of the Corporation entitled to vote on the foregoing amendment was 554,996 shares of Series A Preferred Stock. The number of shares voting in favor of the amendment exceeded the votes required. The percentage votes required were more than sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of the Series A Preferred Stock.

[Signature page follows]

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E.           Sam L. Banks and James J. Jacobs declare under penalty of perjury under the laws of the State of California that they have read the foregoing certificate and know the contents thereof and that the same is true of their own knowledge.

Executed on October 26, 2016 at Houston, Texas.

/s/ Sam L. Banks                                                                 

Name: Sam L. Banks

Title: President

/s/ James J. Jacobs                                                                 

Name: James J. Jacobs

Title: Corporate Secretary

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EX-99.1

Exhibit 99.1

NEWS RELEASE

YUMA ENERGY, INC. ANNOUNCES STOCKHOLDER APPROVAL OF THE MERGER WITH DAVIS PETROLEUM ACQUISITION CORP., CONVERSION OF ITS SERIES A PREFERRED STOCK INTO COMMON STOCK, A 1-FOR-20 REVERSE COMMON STOCK SPLIT, AND A REINCORPORATION IN DELAWARE

HOUSTON, TEXAS – October 26, 2016 – Yuma Energy, Inc. (NYSE MKT: YUMA) (“Yuma”) announced today that its stockholders and the stockholders of Davis Petroleum Acquisition, Inc. have approved the merger of the two companies and all of the other approvals relating to the merger, including reincorporation of Yuma in Delaware. Also, in connection with the merger and the stockholder approval, Yuma converted each share of its existing Series A Preferred Stock into 35 shares of common stock, and subsequently completed a 1-for-20 reverse split of its common stock.

Computershare, the Company’s transfer agent, will mail letters of transmittal to all Yuma stockholders of record with instructions on how to deliver their stock certificates in connection with Yuma’s reincorporation into Delaware. Yuma stockholders should not surrender their stock certificates until they have completed their letter of transmittal.

About Yuma Energy, Inc.

Yuma Energy, Inc. is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources, primarily in the U.S. Gulf Coast and California. Yuma has employed a 3-D seismic-based strategy to build a multi-year inventory of development and exploration prospects. Yuma's operations are currently focused on onshore properties located in central and southern Louisiana, where it is targeting the Austin Chalk, Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. In addition, Yuma has a non-operated position in the Bakken Shale in North Dakota and operated positions in Kern and Santa Barbara Counties in California. Yuma's common stock is traded on the NYSE MKT under the trading symbol "YUMA." For more information about Yuma Energy, Inc., please visit Yuma's website at www.yumaenergyinc.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as "expects," "believes," "intends," "anticipates," "plans," "estimates," "potential," "possible," or "probable" or statements that certain actions, events or results "may," "will," "should," or "could" be taken, occur or be achieved. The forward-looking statements include statements about future operations, estimates of reserve and production volumes, and the anticipated timing for closing the proposed merger. Forward-looking statements are based on current expectations and assumptions and analyses made by Yuma in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform with expectations is subject to a number of risks and uncertainties, including but not limited to: problems may arise in the integration of the operations of Yuma and Davis Petroleum Acquisition Corp.; the risks of exploration and production segment of the oil and gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas); risks and uncertainties involving geology of oil and gas deposits; the uncertainty of reserve estimates; revisions to reserve estimates as a result of changes in commodity prices; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather; declines in oil and gas prices; inability of management to execute its plans to meet its goals, shortages of drilling equipment, oil field personnel and services; unavailability of gathering systems, pipelines and processing facilities; and the possibility that government policies may change. Yuma's annual report on Form 10-K/A for the year ended December 31, 2015, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission ("SEC") filings discuss some of the important risk factors identified that may affect Yuma’s business, results of operations, and financial condition. Yuma undertakes no obligation to revise or update publicly any forward-looking statements, except as required by law.

For more information, please contact:

James J. Jacobs

Treasurer and Chief Financial Officer

Yuma Energy, Inc.

1177 West Loop South, Suite 1825

Houston, Texas 77027

Telephone: (713) 968-7000

EX-99.2

Exhibit 99.2

NEWS RELEASE

YUMA ENERGY, INC. ANNOUNCES COMPLETION OF MERGER WITH DAVIS PETROLEUM ACQUISITION CORP. AND ENTRY INTO NEW CREDIT FACILITY

HOUSTON, TEXAS – October 26, 2016 – Yuma Energy, Inc. (NYSE MKT: YUMA) (“Yuma”) and privately held Davis Petroleum Acquisition Corp. (“Davis”) jointly announced today that the Davis / Yuma merger was consummated on October 26, 2016 in an all-stock transaction, with Davis becoming a wholly-owned subsidiary of Yuma. Both Yuma and Davis stockholders approved the transaction at special meetings of their respective stockholders on October 26th. The combined company will be led by Sam L. Banks, Yuma’s President and Chief Executive Officer.

As part of the transaction and as previously announced, Yuma reincorporated from California into Delaware, converted each share of its existing Series A Preferred Stock into 35 shares of common stock and implemented a 1-for-20 reverse split of its common stock. Yuma and Davis then completed their merger, under which Yuma issued additional shares of common stock resulting in approximately 61.1% of Yuma’s now outstanding common stock being owned by the former Davis stockholders. Also, in the merger, Yuma issued approximately 1.75 million shares of a new Series D Preferred Stock to former Davis preferred stockholders, which has a conversion price of approximately $11.074 per share, with a liquidation preference of approximately $19.4 million. The Series D Preferred Stock will be paid dividends in the form of additional shares of Series D Preferred Stock at a rate of 7% per annum. The merger is being treated as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code.

The Company also announced its newly constituted board of directors consisting of Richard K. Stoneburner (non-executive Chairman), Sam L. Banks, James W. Christmas, Frank A. Lodzinski, and new directors Stuart E. Davies, Neeraj Mital and J. Christopher Teets.

Yuma’s President and Chief Executive Officer, Sam L. Banks, said, “We are pleased to have completed the Davis merger and are excited about the future of the combined companies. The combination creates a company with significantly improved cash flows and production with a multiyear inventory of growth opportunities. Our experience in the oil and gas business, combined with our Board of Directors’ knowledge, positions us to achieve significant growth in stockholder value.”

Computershare, the Company’s transfer agent, will mail letters of transmittal to all Yuma and Davis stockholders of record with instructions on how to deliver their stock certificates in connection with Yuma’s reincorporation into Delaware and the Davis merger in order to obtain new certificates. Yuma and Davis stockholders should not surrender their stock certificates until they have completed the letter of transmittal.

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Northland Capital Markets, Euro Pacific Capital and ROTH Capital Partners, LLC acted as financial advisors to Yuma in the transaction. Jones & Keller, P.C., Denver, Colorado, was legal counsel to Yuma in the transaction. Porter Hedges LLP, Houston, Texas, was legal counsel to Davis in the transaction.

Credit Agreement

In connection with the Davis merger, on October 26, 2016, Yuma entered into a Credit Agreement providing for a $75.0 million 3-year revolving credit facility (the “Credit Agreement”) with SG Americas Securities, LLC (“SG Americas”) as Lead Arranger and Bookrunner, Société Générale S.A. (“Société Générale”) as Administrative Agent and the lenders party thereto. The Credit Agreement replaces Yuma’s existing credit agreement. The initial borrowing base of the credit facility is $44.0 million, and is subject to redetermination as of January 1, 2017 as well as April 1st and October 1st of each year. All of the obligations under the Credit Agreement, and the guarantee of those obligations, are secured by substantially all of the assets of Yuma and customary financial covenants have been made.

About Yuma Energy, Inc.

Yuma Energy, Inc. is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources, primarily in the U.S. Gulf Coast and California. Yuma has employed a 3-D seismic-based strategy to build a multi-year inventory of development and exploration prospects. Yuma's operations are currently focused on onshore properties located in central and southern Louisiana, where it is targeting the Austin Chalk, Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. Its recently acquired company-operated properties in the Davis transaction are conventional fields located onshore in south Louisiana and the upper Texas Gulf Coast, and the newly acquired non-operated properties include Eagle Ford and Eaglebine properties in east Texas. In addition, Yuma has a non-operated position in the Bakken Shale in North Dakota and operated positions in Kern and Santa Barbara Counties in California. Yuma's common stock is traded on the NYSE MKT under the trading symbol "YUMA." For more information about Yuma Energy, Inc., please visit Yuma's website at www.yumaenergyinc.com.

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Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as "expects," "believes," "intends," "anticipates," "plans," "estimates," "potential," "possible," or "probable" or statements that certain actions, events or results "may," "will," "should," or "could" be taken, occur or be achieved. The forward-looking statements include statements about future operations, estimates of reserve and production volumes, and the anticipated timing for closing the proposed merger. Forward-looking statements are based on current expectations and assumptions and analyses made by Yuma in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform with expectations is subject to a number of risks and uncertainties, including but not limited to: problems may arise in the integration of the operations of Yuma and Davis; the risks of exploration and production segment of the oil and gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas); risks and uncertainties involving geology of oil and gas deposits; the uncertainty of reserve estimates; revisions to reserve estimates as a result of changes in commodity prices; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather; declines in oil and gas prices; inability of management to execute its plans to meet its goals, shortages of drilling equipment, oil field personnel and services; unavailability of gathering systems, pipelines and processing facilities; and the possibility that government policies may change. Yuma's annual report on Form 10-K/A for the year ended December 31, 2015, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission ("SEC") filings discuss some of the important risk factors identified that may affect Yuma’s business, results of operations, and financial condition. Yuma undertakes no obligation to revise or update publicly any forward-looking statements, except as required by law.

 For more information, please contact:

James J. Jacobs

Treasurer and Chief Financial Officer

Yuma Energy, Inc.

1177 West Loop South, Suite 1825

Houston, Texas 77027

Telephone: (713) 968-7000

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