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): February 14, 2020

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))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

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.

Amendment to Amended and Restated Credit Agreement.

On February 14, 2020, Carbon Appalachia Enterprises, LLC and Nytis Exploration (USA) Inc. (collectively, the “Borrowers”) (each of which is a subsidiary of Carbon Energy Corporation (“Carbon” or the “Company”), a Delaware corporation), entered into a Third Amendment (the “Amendment”) of the Amended and Restated Credit Agreement dated as of December 31, 2018, by and among the Borrowers, Prosperity Bank (successor by merger to LegacyTexas Bank), as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (as amended, the “Credit Agreement”). Pursuant to the Amendment, Borrowers, the Administrative Agent and such lenders agreed to (i) amend certain provisions of the Credit Agreement (described below) and (ii) the Administrative Agent and such lenders provided limited waivers of noncompliance with certain covenants under the Credit Agreement (also described below).

Pursuant to the Amendment, the parties agreed (i) that effective as of February 14, 2020, the Borrowing Base was reduced from $75 million to $73 million, (ii) that the Borrowing Base would be automatically reduced by a further $1 million on each of February 28, 2020 and March 31, 2020 and by a further $2 million on each of April 30, 2020 and May 1, 2020, (iii) that, on or before March 31, 2020 and the effective date of the Borrowing Base redetermination as of May 1, 2020, the Borrowers will provide an annual Borrower-prepared operating budget (or update) including an income statement, balance sheet, cash flow statement and capital expenditure plan and thereafter provide such operating budget within 90 days after the last day of the fiscal year for the fiscal year during which such operating budget is due and (iv) deleted the requirement that the Borrowers maintain a minimum Liquidity of $3 million. In connection with the Amendment, the Administrative Agent and the lenders provided limited waivers of the Borrower’s noncompliance (xi) with the hedging requirement for the fiscal quarter ended September 30, 2019 and (xii) with the asset sale covenant included in the Second Amendment.

The above description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as an exhibit hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

* Filed herewith

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.

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