8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 6, 2018

CARBON ENERGY CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-02040	26-0818050
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 Broadway, Suite 1170, Denver, Colorado	80290
(Address of principal executive offices)	(Zip code)

(720) 407-7043

(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 (see General Instruction A.2. below):

☐ 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))

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 13a of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement

On November 6, 2018, Carbon Energy Corporation, a Delaware corporation (“Carbon” or the “Company”), entered into an amendment (the “Amendment”) of that certain Membership Interest Purchase Agreement (as amended, supplemented or otherwise modified to date, the “Purchase Agreement”) by and among the Company, Old Ironsides Energy Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“OIE II-A”), and Old Ironsides Energy Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together with OIE II-A, the “Sellers”) dated May 4, 2018. The Amendment extends the date after which either Carbon or the Sellers may exercise certain termination rights from November 6, 2018 to November 30, 2018.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K. The material terms of the Purchase Agreement are described in the Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 4, 2018. The description of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Amendment.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Letter Amendment, dated November 6, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	CARBON ENERGY CORPORATION
November 12, 2018
	/s/ Patrick R. McDonald
	Patrick R. McDonald,
	Chief Executive Officer

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EX-10.1

Exhibit 10.1

November 6, 2018

Old Ironsides Energy

10 St. James Avenue, 19^th Floor

Boston, Massachussetts 02116

Attention: Scott Carson

Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation), a Delaware corporation (the “Purchaser”), as amended by (i) that certain letter agreement dated July 20, 2018 and (ii) that certain letter agreement dated October 15, 2018, by and among the Sellers and the Purchaser (collectively, “Purchase Agreement”)

Gentlemen:

In accordance with Section 9.3 of the Purchase Agreement, when executed by you below, this letter shall confirm the agreement between Sellers and Purchaser and amend the Purchase Agreement in the following respects:

(1) In Section 9.1(a)(iv), the first phrase, which currently reads

“by the Purchaser upon written notice to Sellers given at any time on or after November 6, 2018 (the “Purchaser’s Outside Date”);”

is hereby amended to read as follows:

“by the Purchaser upon written notice to Sellers given at any time on or after November 30, 2018 (the “Purchaser’s Outside Date”);”

(2) In Section 9.1(a)(v), the first phrase, which currently reads

“by Sellers upon written notice to Purchaser given at any time on or after November 6, 2018 (the “Sellers’ Outside Date”);”

is hereby amended to read as follows:

“by Sellers upon written notice to Purchaser given at any time on or after November 30, 2018 (the “Sellers’ Outside Date”);”

Otherwise the Purchase Agreement shall remain in full force and effect, in accordance with its existing terms and provisions.

This agreement amending the Purchase Agreement may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all parties execute the same counterpart. If counterparts of this agreement are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one agreement, but each counterpart shall be considered an original. This agreement may be executed and delivered by exchange by email of PDF copies showing the signatures of the parties, and those PDF copies showing the signatures of the parties will constitute originally signed copies of the same agreement requiring no further execution.

[Signatures Page Follows]

1700 Broadway, Suite 1170, Denver, Colorado 80290	Telephone 720 407 7030 Facsimile 720 407 7031
2480 Fortune Drive, Suite 300, Lexington, Kentucky 40509	Telephone 859 299 0771 Facsimile 859 299 0772
270 Quail Court, Suite B, Santa Paula, California 93060	Telephone 805 933 1901 Facsimile 805 933 9901

AGREED AND ACCEPTED as of the date first written above.

SELLERS:
OLD IRONSIDES FUND II-A PORTFOLIO HOLDING COMPANY, LLC
By:	/s/ Dan Rioux
	Dan Rioux
	Managing Partner
OLD IRONSIDES FUND II-B PORTFOLIO HOLDING COMPANY, LLC
By:	/s/ Dan Rioux
	Dan Rioux
	Managing Partner
PURCHASER:
CARBON ENERGY CORPORATION
(f/k/a Carbon Natural Gas Company
By:	/s/ Patrick R. McDonald
	Patrick R. McDonald,
	Chief Executive Officer