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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): July 1, 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
July 1, 2025, Amplify Energy Operating LLC, a Delaware limited liability company (“Seller”) and 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 Murphy Exploration & Production Company – USA, a Delaware corporation (“Buyer”),
the existing operator of the majority of Seller’s Assets, pursuant to which Seller sold to Buyer all of Seller’s Assets,
which include, among other things, Seller’s right, title and interest in and to certain specified oil and gas Properties, Contracts,
Equipment and Production within or related to certain designated lands in Karnes County, Texas, for an aggregate cash purchase price
of $23,000,000, subject to certain post-closing adjustments as further described in the Purchase and Sale Agreement (the “Asset
Sale”). The Purchase and Sale Agreement closed simultaneously with the execution and delivery of the Purchase and Sale Agreement
on July 1, 2025. The Purchase and Sale Agreement is effective as of June 15, 2025.
Terms used 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.
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 Seller or
Buyer or the assets to be acquired from Seller or its affiliates. The representations and warranties made by Seller and Buyer 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 and incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Other than as disclosed
under Item 1.01 of this Current Report on Form 8-K, Seller and Buyer bear no relationship to one another for reporting purposes under
this Item 2.01.
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2025, the Company issued a press release announcing
the events described in Item 1.01 of this Current Report on Form 8-K. 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 July 1, 2025, by and between Amplify Energy Operating LLC and Murphy Exploration & Production Company – USA. |
| 99.1 |
|
Press Release, dated July 1, 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.
Dated: July 1, 2025
| |
By: |
/s/ Martyn Willsher |
| |
Name: |
Martyn Willsher |
| |
Title: |
President and Chief Executive Officer |
