As filed with the Securities and Exchange Commission
on June 23, 2025
Registration No. 333-245670
Registration No. 333-261627
Registration No. 333-273801
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-245670
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-261627
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-273801
UNDER THE SECURITIES ACT OF 1933
PHX Minerals Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
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73-1055775 |
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(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1320 South University
Drive, Suite 720
Fort Worth, TX 76107
(405) 948-1560
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices) |
PHX Minerals Inc. Amended and Restated 2021
Long-Term Incentive Plan
PHX Minerals Inc. 2021 Long-Term Incentive Plan
Panhandle Oil and Gas Inc. 2010 Restricted Stock
Plan
(Full titles of the plans)
Jeffrey Slotterback
Chief Financial Officer
and Secretary
PHX Minerals Inc.
1320 South University
Drive, Suite 720
Fort Worth, TX 76107
(405) 948-1560
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
James R. Griffin, Esq.
Claudia Lai, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
(214) 746-7779
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
¨ |
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| Non-accelerated filer |
x |
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Smaller reporting company |
x |
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| Emerging growth company |
¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SHARES
PHX Minerals Inc., a Delaware corporation (the
“Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the “Post-Effective
Amendments”) to deregister all shares of common stock, par value $0.01666 per share, of the Registrant (the “Shares”),
previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”), together
with any and all plan interests and other securities registered thereunder:
| · | Registration Statement
No. 333-245670, filed on August 13, 2020, as amended on April 7, 2022, relating to the registration
of (i) 230,677 Shares previously issued under the Panhandle Oil and Gas Inc. 2010 Restricted
Stock Plan (the “2010 Plan”), and (ii) 300,235 Shares reserved for issuance
under the 2010 Plan; |
| · | Registration Statement No. 333-261627, filed on December 13, 2021, as amended on April 7, 2022, relating to the registration of 2,500,000
Shares reserved for issuance under the PHX Minerals Inc. 2021 Long-Term Incentive Plan; |
| · | Registration Statement No. 333-273801, filed on August 8, 2023, relating to the registration of 2,400,000 Shares reserved for issuance
under the PHX Minerals Inc. Amended and Restated 2021 Long-Term Incentive Plan. |
On June 23, 2025, pursuant to the Agreement and
Plan of Merger, dated as of May 8, 2025 (the “Merger Agreement”), by and among the Registrant, WhiteHawk Acquisition,
Inc., a Delaware corporation (“Parent”), and WhiteHawk Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant with the Registrant surviving the
merger as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant has
terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant
in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered
under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from
registration the Shares registered but remaining unsold under the Registration Statements as of the date hereof. Each Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates
the effectiveness of each Registration Statement.
SIGNATURE
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on this 23rd day of June,
2025.
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PHX MINERALS INC. |
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By: |
/s/ Jeffrey Slotterback |
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Name: |
Jeffrey Slotterback |
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Title: |
Chief Financial Officer and Secretary |
Pursuant to the Rule 478
of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
