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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):
April 16, 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 3.01: Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 16, 2026, EON
Resources, Inc. (the “Company”), received an official notice of noncompliance (the “Notification”) from NYSE Regulation
stating that the Company is not in compliance with NYSE American LLC (“NYSE American”) continued listing standards due to
the failure to timely file the Company’s Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the
filing due date of April 15, 2026.
In accordance with Section
1007 of the NYSE American Company Guide, the Company will have until October 15, 2026 (the “Initial Cure Period”), to file
the Annual Report with the Securities and Exchange Commission (the “SEC”). If the Company fails to file the Annual Report
during the Initial Cure Period, NYSE American may, in its sole discretion, provide an additional six-month cure period (the “Additional
Cure Period”). The Company can regain compliance with NYSE American’s continued listing standards at any time during the Initial
Cure Period or Additional Cure Period, as applicable, by filing the Annual Report and any subsequent delayed filings with the SEC.
As previously reported in the Company’s
Notification of Late Filing on Form 12b-25 filed with the SEC on April 2, 2024 (the “Form 12b-25”), the Company was unable
to file the Annual Report within the prescribed period because additional time, resources and effort are required to complete work related
to its financial reporting and close procedures. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources
to the completion of such procedures but was unable to file the Annual Report by April 15, 2026, the end of the extension period provided
by the Form 12b-25. The Company requires additional time to complete such procedures.
The Notification has
no immediate effect on the listing of the Company’s securities on NYSE American. The Company is working diligently to complete the
necessary work to file the Annual Report as soon as practicable and currently expects to file the Annual Report within the Initial Cure
Period granted by the NYSE American; however, there can be no assurance that the Annual Report will be filed within the Initial Cure Period
or any Additional Cure Period. There can also be no assurance that the Company will be able to regain compliance with the listing standards
discussed above or remain in compliance with all other applicable NYSE American listing standards.
Item 7.01. Regulation FD Disclosure.
On April 22, 2026, the Company
issued a press release announcing its receipt of the Notification from NYSE American. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information included
in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for
the 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, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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 filing of the
Annual Report and the Company’s ability to regain and maintain compliance with NYSE American rules. 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 finalization of the Company’s 2025 fiscal year end financial
statements. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 22, 2026 |
| 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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| April 22, 2026 |
EON Resources Inc. |
| |
|
|
| |
By: |
/s/ Mitchell B. Trotter |
| |
Name: |
Mitchell B. Trotter |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
EON Resources Inc. Announces
Notice of Failure to
Satisfy a Continued Listing Rule or Standard
HOUSTON, TX / April
22, 2026 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy
company with 20,000 leasehold acres in the Permian Basin. The fields have a total of 750 producing and injection wells producing over
1,000 barrels of oil per day. Today, the Company announced that on April 16, 2026, the Company received a notice (the "NYSE Notice")
from the NYSE American LLC (the "NYSE American") that the Company is not in compliance with NYSE American listing standards
as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Form
10-K") with the Securities and Exchange Commission (the "SEC").
The NYSE Notice has no
immediate effect on the listing of the Company's Class A Common Stock (NYSE American: EONR) or the Company's public warrants (NYSE American:
EONR WS) on the NYSE American. The NYSE Notice informed the Company that, under NYSE American rules, the Company has six months from
April 15, 2026, to regain compliance with the NYSE American listing standards by filing the Form 10-K with the SEC. If the Company fails
to file the Form 10-K within the six-month period, the NYSE American may grant, in its sole discretion, an extension of up to six additional
months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE American
may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
As previously reported
in the Company's Notification of Late Filing on Form 12b-25 filed with the SEC on April 1, 2026 (the "Form 12b-25"), the Company
was unable to file the Form 10-K within the prescribed period because additional time, resources and effort are required to complete
work related to its financial reporting and close procedures. Subsequent to filing the Form 12b-25, the Company continued to dedicate
significant resources to the completion of such procedures but was unable to file the Form 10-K by April 15, 2026, the end of the extension
period provided by the Form 12b-25. The Company requires additional time to complete such procedures.
The Company is working
diligently to complete the necessary work to file the Form 10-K as soon as practicable and currently expects to file the Form 10-K within
the six-month period granted by the NYSE Notice; however, there can be no assurance that the Form 10-K will be filed within such period.
About
EON Resources Inc.
EON
is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore
oil and natural gas properties in a diversified portfolio of long-life producing oil and natural gas properties and other energy holdings. EON’s
approach is to build an energy company through acquisition and through selective development of its properties. Class A Common
Stock of EON trades on the NYSE American Stock Exchange under the symbol of “EONR” and the Company’s public
warrants trade under the symbol of “EONR WS”. For more information on the Company, please visit the EON
website.
About
the Grayburg-Jackson Field Property
Our
Grayburg-Jackson Field (“GJF”) is located on the Northwest Shelf of the Permian Basin in Eddy County, New Mexico. The
GJF comprises of 13,700 contiguous leasehold acres where the leasehold rights include stacked pay zones named the Seven Rivers, Queen,
Grayburg and San Andres intervals that range from as shallow as 1,500 feet to 4,000 feet in depth. Almost 1 billion barrels in
place has been estimated as the original oil in place with less than 7% having been produced to date. The field primarily produces oil
from the Seven Rivers formation by reinjecting produced water. The Company has a Farmout Agreement for the San Andres formation with
Virtus to accelerate development starting in June 2026 by drilling 92 new horizontal wells over the next 4 to 5 years. More information
on the property can be located on the Grayburg-Jackson Field page of our website.
About
the South Justis Field Property
The South
Justis Field (“SJF”) is a carbonate reservoir, also in the prolific Permian Field, and is located in Lea County, New Mexico
approximately 100 miles from the GJF. The SJF is comprised of 5,360 contiguous acres containing 208 total producing and injection
wells with well spacing of 50 acres. The producing formations include the Glorietta, Blinebry, Tubb, Drinkard and Fusselman
intervals that range from 5,000 feet to 7,000 feet in depth. The original-oil-in-place (“OOIP”) is approximately
207 million barrels of oil. Like the GJF, the SJF is also employing a waterflood by recycling produced water. More information
on the property can be located on the South Justis Field page of our website.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks
and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects," "believes,"
"anticipates," "intends," "estimates," "seeks," "may," "might," "plan,"
"possible," "should" and variations and similar words and expressions are intended to identify such forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate
to future events or future results, based on currently available information and reflect the Company's management's current beliefs.
A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking
statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business
- that could cause actual results to differ materially from the Company's expectations are disclosed in 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). Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except
as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
Investor Relations
Michael J. Porter, President
PORTER, LEVAY & ROSE, INC.
mike@plrinvest.com
