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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):
February 24, 2026
EON RESOURCES INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41278 |
|
85-4359124 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(Address of principal executive offices, including
zip code)
(713) 834-1145
(Registrant’s telephone number, including
area code)
N/A
(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 |
| Class A Common Stock, par value $0.0001 per share |
|
EONR |
|
NYSE American |
| Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share |
|
EONR WS |
|
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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 4.02: Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Reviews
EON Resources Inc. (the “Company”)
has received comment letters (“Comment Letters”) from the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (“SEC”) relating to its annual report filed on Form 10-K for the year
ended December 31, 2024 (the “2024 Form 10-K”).
The Comment Letters included
comments related to the Company’s accounting for non-controlling interest (“NCI”) for Class B Units of a subsidiary
of the Company and the corresponding number of Class B Common Stock of the Company (collectively, referred to as the “Class B Equity”).
The Company did not allocate its annual losses to the NCI because, among other things pursuant to the purchase agreement for the Company’s
initial business combination and related transaction documents, the Class B Equity had “no economic” rights.
Following the receipt of
the Comment Letters, and on-going correspondence and discussions with the Staff, on February 24, 2026, the Audit Committee of the Board
of Directors of the Company (the “Audit Committee”) determined, based on management’s recommendation and after consultation
with CBIZ CPAs P.C., the Company’s independent registered public accounting firm, to modify the accounting methodology and allocate
net income or loss to the NCI for Class B Equity from November 15, 2023, when the Class B Equity was issued, through February 2025, when
the last of the Class B Equity was converted to Class A Common Stock of the Company. As a result, the Audit Committee also determined
that the Company’s financial statements for the years ended December 31, 2023 and 2024, and in each of the Company’s quarterly
reports on Form 10-Q filed with the SEC in 2024 and 2025 (collectively, the “Affected Periods”), should no longer be relied
upon.
The ending result is the
Company expects: (1) to report no change in total income or loss for the Company (2) to allocate previously reported annual and quarterly
income and losses to the NCI which will reduce the net annual losses allocated to the shareholders of EON Resources Inc.; (3) that the
ending cumulative Company shareholder equity as reported in the third quarter of 2025 will remain unchanged; and (4) that there will be
no financial impact going forward as the impact is to historical results only.
The Company will file an
amended 2024 Form 10-K where the Company expects, among other things: (1) the reported loss allocated to the shareholders of EON Resources
Inc. for the year ended December 31, 2023 to be reduced from $9.0 million to approximately $6.7 million after allocating approximately
$2.3 million of loss to the NCI for the Class B Equity; and (2) the reported income for the third quarter of 2024 and the reported losses
for the other quarters of 2024 to be allocated to the shareholders of EON Resources Inc. for the year ended December 31, 2024 to be reduced
from the annual net loss of $9.1 million to approximately of net loss of $7.5 million after allocating approximately $1.5 million of net
loss to the NCI for the Class B Equity. The filing will provide the impacted results by quarter, which will also reflect that 75% of the
Class B Equity was fully converted by approximately the end of the third quarter of 2024.
The Company will include
any impact to previously reported 2025 results when the Company files its Annual Report on Form 10-K for the year ended December 31, 2025,
which will provide the impacted results by quarter. The Company expects: (1) an immaterial impact to the first quarter 2025 results when
the final conversion of the Class B Equity occurred; and (2) that the ending total shareholders’ equity attributable to the Company
of $60.9 million as of September 30, 2025 to remain unchanged.
This restatement is non-cash
in nature and will have no impact on the Company’s cash flows or cash, cash equivalents and marketable investments.
The preliminary evaluation
provided above is subject to the completion of the Company’s analysis and financial close and reporting process, as well as the
financial statement audits and reviews for the Affected Periods.
The Audit Committee has discussed
the matters described in this Form 8-K with its independent registered accounting firm, CBIZ CPAs P.C.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although the Company
believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable,
the Company can give no assurance that such expectations and assumptions will prove to be correct. Forward-looking statements include
all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potentially,” or “will” or
similar expressions and the negatives of those terms. These statements include, but are not limited to, statements regarding the Company’s
expectations related to the restatement of its financial statements for the Affected Periods, including the expected impact of such restatement
on the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive loss; and the Company’s
plans related to the restatement analysis, the presentation of restated financial statements for the impacted periods and the filing
of restated financials for impacted periods in an amendment to the 2024 Form 10-K and restated financials for subsequent interim
periods, and the timing thereof. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may
cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among
others: the completion of the Company’s restatement analysis and financial close and reporting process, as well as the financial
statement audits and reviews for the Affected Periods. These and other factors are described in greater detail under the “Risk
Factors” heading of the Company’s documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities
and Exchange Commission (see www.sec.gov). All information provided in this Current Report on Form 8-K is as of the date of this Current
Report on Form 8-K, and any forward-looking statements contained herein are based on assumptions that the Company believes to be reasonable
as of this date. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information
available to us on the date hereof. The Company undertakes no duty to update this information unless required by law.
SIGNATURE
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.
| February 27, 2026 |
EON Resources Inc. |
| |
|
|
| |
By: |
/s/ Mitchell B. Trotter |
| |
Name: |
Mitchell B. Trotter |
| |
Title: |
Chief Financial Officer |
