Battalion Oil (NYSE: BATL) to raise about $15M via private placement deal
Rhea-AI Filing Summary
Battalion Oil Corporation entered into a private placement with an institutional investor to raise approximately $15 million through equity and prefunded warrants. The company sold 1,800,000 common shares at $5.50 per share and issued prefunded warrants to purchase up to 927,273 shares at $5.4999 per prefunded warrant share, with an exercise price of $0.0001 per share. The deal closed on March 4, 2026, and after fees, Battalion expects net proceeds of about $14.1 million, earmarked for working capital and general corporate purposes. The prefunded warrants are immediately exercisable, expire on March 4, 2033, and include a 9.99% beneficial ownership cap. Battalion agreed to file a resale registration statement for the shares and warrant shares and to observe short-term restrictions on additional equity issuance and variable-rate financings. The company also highlighted an operational improvement, noting an increase of about 1,200 net barrels of oil per day in average oil production in January compared with December.
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Insights
Battalion raises $15M via discounted-style private placement with prefunded warrants.
Battalion Oil Corporation is raising approximately $15.0 million in a private deal with a single institutional investor, combining 1,800,000 common shares at $5.50 with prefunded warrants for up to 927,273 additional shares at a near-identical price. Prefunded warrants, with a token exercise price of $0.0001, function economically like shares while managing ownership limits.
Net proceeds of about $14.1 million are designated for working capital and general corporate purposes, so the effect is straightforward balance sheet funding. The transaction includes a 9.99% beneficial ownership cap on warrant exercises, which helps keep the investor below a specified ownership threshold at any one time.
The company agreed to file a resale registration statement on Form S-3 within 20 days of closing and to keep it effective until the registered securities are freely saleable. Short-term covenants limit new equity issuance and variable-rate structures, which may reduce financing flexibility for a limited period. Separately, management notes an operational uplift of roughly 1,200 net barrels of oil per day in January versus December, suggesting recent processing upgrades are supporting higher production levels.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01 | Entry into a Material Definitive Agreement |
On March 3, 2026, Battalion Oil Corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell and the Purchaser agreed to purchase from the Company, in a private placement offering, 1,800,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $5.50 per Share and pre-funded warrants to purchase up to 927,273 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $5.4999 per Pre-funded Warrant share, for aggregate gross proceeds of $15.0 million. The Pre-funded Warrants have an exercise price of $0.0001 per share. The offering closed on March 4, 2026, on satisfaction of customary closing conditions.
The Pre-funded Warrants are exercisable immediately upon issuance and shall expire on March 4, 2033. The Pre-funded Warrants may not be exercised to the extent such exercise would cause the holder to beneficially own more than 9.99% of the Company’s issued and outstanding Common Stock.
The Securities Purchase Agreement has customary representations, warranties, covenants and closing conditions for a transaction of this nature. Pursuant to the Securities Purchase Agreement, for a period commencing upon the signing of the Securities Purchase Agreement, until 30 days after the effective date of the Registration Statement (as defined below), neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Securities Purchase Agreement. Further, for a period of 30 days following the effective date of the Registration Statement, the Company is also prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction, as defined in the Securities Purchase Agreement.
In connection with the Securities Purchase Agreement, on March 3, 2026, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser. Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares and the shares of Common Stock underlying the Pre-funded Warrants within 20 calendar days of the date of such agreement and use its reasonable best efforts to cause the registration statement to become effective within 45 calendar days of the date of the Registration Rights Agreement (or 75 days in the event of a “full review” by the SEC). The Registration Rights Agreement also contains indemnification provisions and other provisions customary for an agreement of this type and provides for liquidated damages to the Purchaser in the event the Company fails to comply with certain of its obligations thereunder. The Company is required to keep the registration statement effective until all of the shares registered thereunder have been sold pursuant to the Registration Statement or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or are saleable without restriction under Rule 144.
The Shares and Pre-funded Warrants (and the shares of Common Stock underlying the Pre-funded Warrants) were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act as a transaction not involving a public offering.
The foregoing description of the Securities Purchase Agreement, Pre-funded Warrants and Registration Rights Agreement do not purport to be complete and is qualified in its entirety by the terms and conditions of such documents, copies of which are filed as exhibits hereto and are incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. On March 3, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement with Roth Capital Partners, LLC (the “Placement Agent”). The Company will pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds of the private placement offering and
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agreed to reimburse the Placement Agent for all reasonable out-of-pocket expenses, not exceeding $75,000 in aggregate.
Item 7.01 | Regulation FD Disclosure |
On March 3, 2026, the Company issued a press release to announce the private placement offering described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
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4.1 | Form of Pre-Funded Warrant | |
10.1 | Securities Purchase Agreement, dated March 3, 2026 | |
10.2 | Registration Rights Agreement, dated March 3, 2026 | |
99.1 | Press Release issued March 3, 2026 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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March 9, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Battalion Oil Corporation to raise approximately $15 million
Houston, Texas, Mar. 3, 2026 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced that it has entered into a definitive agreement to raising approximately $15 million at a price of $5.50 per share of common stock and or common stock equivalents in lieu thereof in the form of a prefunded warrant with a new fundamental institutional investor.
Roth Capital Partners served as sole placement agent. After the placement agent fees and estimated offering expenses payable by the Company, Battalion expects to receive net proceeds of approximately $14.1 million. The offering is expected to close on March 4, 2026, subject to customary closing conditions.
Battalion Oil Corporation intends to use the net proceeds from the offering for working capital and general corporate purposes.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 20 days of the closing for purposes of registering the resale of the shares of common stock and warrants issued in the private placement
This notice is issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
This increase in processing capability has allowed the Company to benefit from additional flow assurance and operational reliability, resulting in an increase in Battalion’s average oil production of approximately 1,200 net barrels of oil per day month-to-date in January as compared to the Company’s December average.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed public offering and the intended use of proceeds from the offering. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of our business and other risks detailed from time to time in our filings with the Securities and Exchange Commission, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.
About Battalion
Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.
Contact
BATTALION OIL CORPORATION
Matthew B. Steele
Chief Executive Officer
832-538-0300 | www.battalionoil.com