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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):
October 8, 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”) determined an error in the calculation of depletion, depreciation and amortization expense for the fourth quarter
of the fiscal year ended December 31, 2025 in its annual report on Form 10-K for the year ended December 31, 2025 filed with
the U.S. Securities Exchange Commission (the “SEC”) on September 28, 2026 (the “2025 Form 10-K”).
The depletion, depreciation
and amortization expense for the fiscal year ended December 31, 2025 was overstated by $3,540,000 and the net loss decreased by $2,632,000
(an increase in overall earnings for the Company). The Company will file an amended 2025 Form 10-K where the Company expects the reported
loss allocated to the shareholders of EON Resources Inc. for the year ended December 31, 2025 to be reduced from $10.1 million to approximately
$7.5 million. As a result, management of the Company determined on October 8, 2026 that the Company’s 2025 Form 10-K filed with
the SEC on September 28, 2026 (the “Affected Period”) should no longer be relied upon. 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 Period.
Authorized officers of
the Company have 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 Period, 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 2025 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 Period. These and other
factors are described in greater detail under the “Risk Factors” heading of the Company’s documents filed from time
to time 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.
| October 9, 2026 |
EON Resources Inc. |
| |
|
|
| |
By: |
/s/ Mitchell B. Trotter |
| |
Name: |
Mitchell B. Trotter |
| |
Title: |
Chief Financial Officer |
