Epsilon Energy sets up $15M ATM stock program
Epsilon Energy Ltd. entered a Sales Agreement with Roth Capital Partners that allows it to sell common shares in at-the-market offerings with an aggregate offering price of up to $15,000,000.
Accepted by SEC EDGAR
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Form Type
8-K
Rhea-AI Filing Summary
Epsilon Energy Ltd. entered a Sales Agreement with Roth Capital Partners that allows it to sell common shares in at-the-market offerings with an aggregate offering price of up to $15,000,000. Sales, if any, will be made through Roth as sales agent or principal at prevailing market prices.
The company is not required to sell any shares, and Roth is not required to place them. Roth will receive a 3.0% commission on gross proceeds, and the shares will be issued under Epsilon’s effective shelf registration statement on Form S-3 with a base prospectus.
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: $15,000,000 aggregate offering price
Sales agent commission: 3.0% of gross proceeds
Shelf registration file number: File No. 333-292704
+3 more
6 metrics
ATM program size
$15,000,000 aggregate offering price
Maximum common shares Epsilon may sell under Sales Agreement
Sales agent commission
3.0% of gross proceeds
Commission payable to Roth Capital Partners on shares sold
Shelf registration file number
File No. 333-292704
Form S-3 shelf registration used for these share issuances
Shelf filing date
January 13, 2026
Date Form S-3 shelf registration was filed
Shelf effectiveness date
January 22, 2026
Date Form S-3 shelf registration was declared effective
Sales Agreement date
June 18, 2026
Date Epsilon entered the Sales Agreement with Roth
Key Terms
at the market offerings, Sales Agreement, shelf registration statement, Form S-3, +1 more
5 terms
at the market offerings financial
"sell common shares of the Company ... in “at the market” offerings through or to the Agent"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
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.
shelf registration statement regulatory
"The Shares will be issued pursuant to the Company’s 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.
Form S-3 regulatory
"shelf registration statement on Form S-3 (File No. 333-292704)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
base prospectus regulatory
"including a base prospectus contained therein, filed with the Securities and Exchange Commission"
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Epsilon Energy (EPSN) announce in this Form 8-K?
Epsilon Energy entered a Sales Agreement with Roth Capital Partners to sell common shares in at-the-market offerings. The program allows share sales up to an aggregate offering price of $15,000,000, executed from time to time at prevailing market prices.
What is the maximum size of Epsilon Energy’s at-the-market offering program?
The Sales Agreement permits Epsilon Energy to sell common shares with an aggregate offering price of up to $15,000,000. Shares may be issued periodically through Roth Capital Partners, either as sales agent or principal, depending on placement notices the company delivers.
How will Roth Capital Partners be compensated under Epsilon Energy’s Sales Agreement?
Roth Capital Partners will receive a commission equal to 3.0% of the gross proceeds from any Epsilon Energy shares sold under the Sales Agreement. Epsilon has also agreed to reimburse reasonable documented out-of-pocket expenses incurred by Roth in connection with this arrangement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
