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 (Date of earliest event reported)

March, 26, 2020

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)

(817) 989-9000

(Registrant’s telephone number, including area code)

Not Applicable

(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):

Securities registered pursuant to Section 12(b) of the Act:

* On November 12, 2019, Approach Resources Inc.’s common stock began trading on the OTC Pink marketplace. The NASDAQ Global Select Market has filed a Form 25 with the Securities and Exchange Commission to remove the common stock of Approach Resources Inc. from listing and registration on the NASDAQ Global Select Market. Deregistration under Section 12(b) of the Act will become effective 90 days after the filing date of the Form 25.

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 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on November 18, 2019, Approach Resources Inc. (“Approach,” the “Company,” the “Seller” or “we”) and all of its subsidiaries (the “Filing Subsidiaries and, together with Approach, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) under chapter 11 (“Chapter 11”), of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the “Chapter 11 Cases”).

As previously disclosed, on February 4, 2020, the Company and certain of the Filing Subsidiaries (collectively, the “Sellers”) entered into an asset purchase agreement (the “APA”) with Alpine Energy Acquisitions, LLC (“Alpine”), an affiliate of Alpine Energy Capital, LLC. Pursuant to the terms of the APA, the Company has agreed to sell substantially all of the Debtors’ assets, (the “Assets,” and such sale, the “Asset Sale”) for approximately $192,500,000, subject to certain customary purchase price adjustments as set forth in the APA (the “Purchase Price”). In addition, pursuant to the terms of the APA, Alpine was obligated to make a $19.25 million deposit into escrow (the “Performance Deposit’), and upon the closing of the transactions contemplated by the APA, the Performance Deposit would be released to the Sellers and credited against the Purchase Price. The Performance Deposit was funded into escrow on February 6, 2020.

On March 26, 2020, the Company received, from Alpine, written notice purporting to terminate the APA pursuant to Section 13.1(c) of the APA. If the APA were effectively terminated pursuant to Section 13.1(c) of the APA, the Performance Deposit would be refunded to Alpine and the Company would be required to pay to Alpine $250,000 as an expense reimbursement. The Company believes, and stated in a response letter sent to Alpine on March 31, 2020, that Alpine’s termination notice was based upon inaccurate factual allegations and was legally ineffective.  The Company vigorously disputes that Alpine is entitled to terminate the APA and, should Alpine fail to close the transaction in accordance with the APA, the Company intends to pursue all available remedies against Alpine for breach of the APA.

Information regarding the Chapter 11 Cases is available through the Company’s website under the Restructuring Information tab, which contains a link to the claims agent’s website, https://dm.epiq11.com/approachresources.

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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.

Date:  April 1, 2020

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