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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): November 4, 2025
AMPLIFY ENERGY
CORP.
(Exact name of Registrant as Specified in its Charter)
| Delaware |
001-35512 |
82-1326219 |
(State or other jurisdiction of
Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Dallas Street, Suite 1700
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(832)
219-9001
(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):
| ¨ |
Written communication 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
Pursuant to Section 12(b)
| Title of each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered |
| Common
Stock |
|
AMPY |
|
New
York Stock Exchange |
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 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2025, Amplify Oklahoma Operating LLC, a Delaware limited
liability company (“Amplify Oklahoma”), Magnify Energy Services LLC, a Delaware limited liability company (“Magnify”
and together with Amplify Oklahoma, the “Sellers”), and, for certain limited purposes, Amplify Energy Operating LLC, a Delaware limited liability company, each an indirect, wholly owned subsidiary of Amplify Energy Corp., a Delaware corporation (the “Company”),
entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Revolution Resources III, LLC, a Delaware
limited liability company (“Revolution”), pursuant to which the Sellers sold to Revolution certain assets of the Sellers,
which include, among other things, the Sellers’ right, title and interest in and to certain specified oil and gas Properties and
Equipment within or related to certain designated lands in Oklahoma (the “Asset Sale”) for a cash purchase price of $92.5
million, which remains subject to customary adjustments under the Purchase and Sale Agreement (the “Purchase Price”). The
Asset Sale contemplated by the Purchase and Sale Agreement is expected to close in December 2025. Terms used in this Item 1.01
but not defined herein shall have the meanings ascribed thereto in the Purchase and Sale Agreement.
The Purchase and Sale Agreement contains representations and warranties,
covenants and indemnification provisions that are typical for transactions of this size and nature and that provide the parties thereto
with specified rights and obligations. In connection with and upon execution of the Purchase and
Sale Agreement, Revolution deposited with an escrow agent a cash deposit equal to 10.0% of the unadjusted Purchase Price pursuant to an
escrow agreement among the Sellers, Revolution and the escrow agent.
The Purchase and Sale Agreement contains representations, warranties
and other provisions that were made only for purposes of the Purchase and Sale Agreement, and as of specific dates and were made solely
for the benefit of the parties thereto. The Purchase and Sale Agreement is a contractual document that establishes and governs the legal
relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Sellers
or Revolution or the assets to be acquired from the Sellers. The representations and warranties made by the Sellers and Revolution in
the Purchase and Sale Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates
exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties
as characterizations of the actual state of facts or circumstances.
The foregoing description of the Purchase and Sale Agreement does not
purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement filed as Exhibit 2.1 to this Current
Report on Form 8-K (the “Current Report”) and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On November 5, 2025, the Company issued a press release announcing
the events described in Item 1.01 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s
filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless
of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Purchase and Sale Agreement, dated November 4, 2025, among Amplify Oklahoma Operating LLC, Magnify Energy Services LLC, Amplify Energy Operating LLC and Revolution Resources III, LLC. |
| 99.1 |
|
Press Release, dated November 5, 2025. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
* Certain schedules and exhibits to this agreement have been omitted
in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities
and Exchange Commission on request.
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.
| |
AMPLIFY ENERGY CORP. |
| |
|
| Dated: November 5, 2025 |
|
| |
By: |
/s/ Daniel Furbee |
| |
Name: |
Daniel Furbee |
| |
Title: |
Chief Executive Officer |
