Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - Riley Exploration Permian, Inc. | brhc10026179_ex99-1.htm |
| EX-31.2 - EXHIBIT 31.2 - Riley Exploration Permian, Inc. | brhc10026179_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - Riley Exploration Permian, Inc. | brhc10026179_ex31-1.htm |
| EX-23.1 - EXHIBIT 23.1 - Riley Exploration Permian, Inc. | brhc10026179_ex23-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020 or
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.
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Commission File No. 1-15555
Riley Exploration Permian, Inc.
(name of registrant as specified in its charter)
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Delaware
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87-0267438
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(state or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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29 E. Reno Avenue, Suite 500, Oklahoma City, OK
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73104
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (405) 415-8677
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicated by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-accelerated Filer ☒
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Smaller Reporting Company ☒
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(Do not check if a Smaller Reporting Company)
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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 ☐
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2.9 million (June 30, 2020 closing
price $6.60 – stock price has been adjusted for the impact of the 1 for 12 reverse stock split approved at the shareholder meeting dated February 25, 2021, effective with trading on March 1,
2021).
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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REPX
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NYSE American
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The number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on June 22, 2021 was 18,021,521.
EXPLANATORY NOTE
Riley Exploration Permian, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the
Securities and Exchange Commission (“SEC”) on March 30, 2021 (the “Form 10-K”). This Amendment is an exhibits-only filing that updates, amends and supplements Part IV, Item 15 of the Form 10-K for the purpose of filing the following updated
exhibits:
Exhibit 23.1 - Consent of LaRoche Petroleum Consultants, Ltd.
Exhibit 99.1 - Report of LaRoche Petroleum Consultants, Ltd. for the year ended December 31, 2020
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes new Exhibits 31.1 and 31.2, certifications of our Principal Executive Officer and
Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1, paragraph 3 of such certifications has been
omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
This Amendment does not affect any other parts of, or exhibits to, the Form 10-K, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 10-K
continues to speak as of the date of the original filing of the Form 10-K, and the Company has not updated the disclosure contained in this Amendment to reflect events that have occurred since the filing of the Form 10-K. Accordingly, this Amendment
must be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Form 10-K, including amendments to those filings, if any.
PART IV.
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EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
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The following documents are filed as part of this Report:
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Financial Statements. The consolidated financial statements, notes thereto and independent auditors’ report thereon, filed as part hereof, were filed as Part II, Item 8 of the original Form 10-K.
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Financial Schedules. Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statements or notes thereto.
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Exhibits. The following exhibits are filed with, or incorporated by reference into this Report:
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Exhibit Index
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Exhibit Number
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Description
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Amended and Restated Certificate of Incorporation as of March 23, 2016 (Incorporated by reference to Exhibit 3 to registrant’s Report on Form 10-Q for the period ended September 30, 2016 filed November 14, 2016).
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Amended and Restated Bylaws as of November 13, 2014 (Incorporated by reference to Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 30, 2015).
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Agreement and Plan of Merger of Tengasco, Inc. (a Tennessee corporation with and into Tengasco, Inc., a Delaware corporation dated as of April 15, 2011 (Incorporated by reference to Exhibit B to registrant’s
Definitive Proxy Statement pursuant to Schedule 14a filed May 2, 2011).
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Tengasco, Inc. 2018 Incentive Stock Plan (Incorporated by reference to Appendix A to the Registrant’s Information Statement on Schedule 14C filed with the Securities and Exchange Commission on August 27, 2018)
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Amended and Restated Loan Agreement between Tengasco, Inc. and Prosperity Bank, effective March 16, 2017 (Incorporated by reference to Exhibit 10.14 to the registrant’s Annual Report on form 10-K for the year
ended December 31, 2017 filed March 30, 2018).
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Management Agreement dated December 18, 2007 between Tengasco, Inc. and Hoactzin Partners, L.P. (Incorporated by reference to Exhibit 10.20 to the 2007 Form 10-K).
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Code of Ethics (Incorporated by reference to Exhibit 14 to the registrant’s Annual Report on Form 10-K filed March 30, 2004).
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Consent of LaRoche Petroleum Consultants, Ltd.
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to Exhibit
32.1 to the registrant’s Annual Report on form 10-K for the year ended December 31, 2020 filed March 30, 2021).
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to Exhibit
32.2 to the registrant’s Annual Report on form 10-K for the year ended December 31, 2020 filed March 30, 2021).
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Report of LaRoche Petroleum Consultants, Ltd. for the year ended December 31, 2020
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* Exhibit filed with this Report
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 24, 2021
Riley Exploration Permian, Inc.
(Registrant)
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By: s/ Michael J. Rugen
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Michael J. Rugen,
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Principal Financial Officer and Principal Accounting Officer
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