Battalion Oil sets up $150M at-the-market sale

Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC that allows it to issue and sell, from time to time, up to $150,000,000 of common stock through or to Roth, acting as sales agent or principal.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC that allows it to issue and sell, from time to time, up to $150,000,000 of common stock through or to Roth, acting as sales agent or principal.

Sales will typically be made as an at‑the‑market offering under the company’s effective Form S‑3 shelf registration, using placement notices to set share amounts, timing and price limits. Roth can earn up to 3.00% of gross sale proceeds as commission, and Battalion agreed to reimburse up to $50,000 of initial expenses and $8,000 per quarter for ongoing expenses. Either party can suspend offerings under the agreement, which includes customary representations, covenants and indemnification provisions.

Insights

Battalion establishes a $150M ATM program for flexible equity issuance.

Battalion Oil Corporation has put in place a Sales Agreement with Roth Capital Partners enabling up to $150,000,000 of common stock sales under an at‑the‑market program tied to its Form S‑3 shelf.

ATM structures let issuers periodically sell small blocks of shares at prevailing market prices, rather than in a single large offering. The agreement caps Roth’s commission at 3.00% of gross proceeds and includes standard indemnities and termination rights, keeping the arrangement within typical market terms.

The filing does not state when, or in what size, Battalion will actually sell shares, so any future dilution will depend on how much of the $150,000,000 capacity the company chooses to use over time.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $150,000,000 common stock Sales agent commission: up to 3.00% of gross proceeds Initial expense reimbursement cap: $50,000 +3 more

6 metrics

ATM program size $150,000,000 common stock Maximum aggregate amount of shares that may be sold under the Sales Agreement

Sales agent commission up to 3.00% of gross proceeds Maximum commission rate payable to Roth Capital Partners on stock sales

Initial expense reimbursement cap $50,000 Cap on reimbursable out-of-pocket expenses for entering the Sales Agreement

Quarterly expense reimbursement cap $8,000 per quarter Cap on ongoing quarterly out-of-pocket expenses related to maintaining the Sales Agreement

Shelf registration statement Form S-3 No. 333-295204 Filed April 21, 2026 and declared effective April 28, 2026

Par value per share $0.0001 per share Par value of Battalion Oil’s common stock offered under the program

Key Terms

Sales Agreement, at the market offering, shelf registration statement, prospectus supplement, +1 more

5 terms

Sales Agreement financial

"entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

at the market offering financial

"any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf registration statement regulatory

"pursuant to the Company’s effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"as supplemented by the prospectus supplement, dated May 5, 2026, filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"Emerging growth company ◻ ◻"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital raising program did Battalion Oil (BATL) announce?

Battalion Oil entered a Sales Agreement with Roth Capital Partners for an at-the-market stock offering of up to $150,000,000. The company can from time to time sell common shares through or to Roth at prevailing market prices under its existing Form S-3 shelf registration.

How much stock can Battalion Oil (BATL) sell under the new agreement?

The Sales Agreement allows Battalion Oil to issue and sell up to $150,000,000 of common stock. Shares may be sold over time via at-the-market transactions, negotiated deals, or other methods permitted by law, all under the company’s effective Form S-3 shelf registration statement.

What fees will Battalion Oil (BATL) pay Roth Capital Partners for ATM sales?

Roth can receive a commission of up to 3.00% of gross proceeds from each stock sale. Battalion Oil also agreed to reimburse up to $50,000 of initial out-of-pocket expenses and up to $8,000 per quarter for ongoing Sales Agreement maintenance costs, including legal fees.

Is Battalion Oil (BATL) required to sell shares under the Sales Agreement?

No. The company is not obligated to sell any common stock under the Sales Agreement. Before each use, Battalion must issue a placement notice specifying share amounts, timing, price limits and other instructions, and either Battalion or Roth may suspend offerings subject to the agreement’s conditions.

Under what registration is Battalion Oil (BATL) offering these ATM shares?

The common shares will be issued under Battalion Oil’s effective Form S-3 shelf registration statement No. 333-295204. This shelf was filed on April 21, 2026, declared effective on April 28, 2026, and is supplemented by a May 5, 2026 prospectus supplement for the ATM program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:29 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-35467	20-0700684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


820 Gessner Road Suite 1100 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

(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:

◻ 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 pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock par value $0.0001	BATL	NYSE American

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 May 5, 2026, Battalion Oil Corporation (the “Company,” “we” or “our”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”) pursuant to which the Company may issue and sell, from time to time, up to $150,000,000 of shares of common stock, par value $0.0001 per share (the “Common Stock”), through or to the Agent, acting as agent or principal.

The Company is not obligated to sell any shares of Common Stock under the Sales Agreement. Each time the Company wishes to issue and sell the Common Stock under the Sales Agreement, the Company will provide the Agent with a placement notice describing the amount of Common Stock to be sold, the time period during which sales are requested to be made, any limitation on the amount of Common Stock that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, and applicable state and federal laws, rules and regulations and the rules of the NYSE American to sell shares of Common Stock under the terms and subject to the conditions of the placement notice and the Sales Agreement. We or the Agent may suspend the offering of Common Stock pursuant to a placement notice upon notice and subject to other conditions. Generally, the Agent may sell the shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the NYSE American or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to prevailing market prices, or any other method permitted by law.

The Sales Agreement provides that the Agent will be entitled to compensation at a commission rate of up to 3.00% of the gross proceeds from the sale of our Common Stock on our behalf pursuant to the Sales Agreement. We have agreed to reimburse the Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $50,000, in connection with entering into the Sales Agreement and for the Agent’s reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on a quarterly basis in an amount not to exceed $8,000. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions.

The shares of Common Stock will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-295204), filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2026 and declared effective by the SEC on April 28, 2026, and the accompanying base prospectus included therein as supplemented by the prospectus supplement, dated May 5, 2026, filed with the SEC.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion and consent of Mayer Brown LLP relating to the shares of Common Stock being offered and sold pursuant to the Sales Agreement is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:


Exhibit No.		Description

1.1		Sales Agreement, dated as of May 5, 2026, by and among the Company and Roth Capital Partners, LLC.
5.1		Opinion of Mayer Brown LLP.
23.1		Consent of Mayer Brown LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BATTALION OIL CORPORATION


May 5, 2026	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Battalion Oil sets up $150M at-the-market sale

Rhea-AI Filing Summary

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