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Tamboran Resources (NYSE: TBN) closes remaining registered direct share offer

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tamboran Resources Corporation disclosed that on April 15, 2026 it closed the remaining portion of a previously announced registered direct institutional entitlement offering. This closing resulted in the issuance and sale of an additional 96,698 shares of common stock, referred to as the RDO Shares. A legal opinion from Latham & Watkins LLP on the validity of issuing these RDO Shares was filed as an exhibit and incorporated by reference into the company’s Registration Statement.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional shares issued 96,698 shares RDO Shares issued on April 15, 2026
registered direct institutional entitlement offering financial
"closed the remainder of the registered direct institutional entitlement offering"
RDO Shares financial
"resulting in the issuance and sale of an additional 96,698 shares of common stock (the “RDO Shares”)"
Registration Statement regulatory
"is hereby incorporated by reference into, the Registration Statement"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Understanding 8-K Material Events →
Tamboran Resources Corp false 0001997652 0001997652 2026-04-15 2026-04-15
 
 

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 15, 2026

 

 

TAMBORAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42149   93-4111196

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

Suite 01, Level 39, Tower One, International Towers Sydney,  
100 Barangaroo Avenue, Barangaroo NSW   2000
(Address of principal executive offices)   (Zip Code)

Australia +61 2 8330 6626

(Registrant’s telephone number, including area code)

 

 

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(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   TBN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01

Other Events.

Registered Direct Institutional Entitlement Offer

As previously disclosed in a current report on Form 8-K, on April 14, 2026, Tamboran Resources Corporation (the “Company”) closed a portion of its previously disclosed registered direct institutional entitlement offering. On April 15, 2026, the Company closed the remainder of the registered direct institutional entitlement offering, resulting in the issuance and sale of an additional 96,698 shares of common stock (the “RDO Shares”).

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the RDO Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

5.1    Opinion of Latham & Watkins LLP (RDO Shares)
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

SIGNATURES

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.

 

    TAMBORAN RESOURCES CORPORATION
Date: April 15, 2026     By:  

/s/ Eric Dyer

     

Eric Dyer

Chief Financial Officer

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Tamboran Resources Corporation (TBN) report in this 8-K?

Tamboran Resources Corporation reported that it closed the remaining portion of a registered direct institutional entitlement offering, issuing additional RDO Shares, and filed a supporting legal opinion from Latham & Watkins LLP as an exhibit.

How many new shares did Tamboran Resources (TBN) issue in the RDO closing?

Tamboran Resources Corporation issued and sold an additional 96,698 shares of common stock as part of closing the remaining portion of its registered direct institutional entitlement offering on April 15, 2026.

What are the RDO Shares mentioned by Tamboran Resources (TBN)?

The RDO Shares are additional shares of common stock issued and sold by Tamboran Resources Corporation in connection with the remaining portion of its registered direct institutional entitlement offering closed on April 15, 2026.

What exhibits did Tamboran Resources (TBN) include with this 8-K filing?

Tamboran Resources Corporation included Exhibit 5.1, a legal opinion from Latham & Watkins LLP on the RDO Shares; Exhibit 23.1, the firm’s consent; and Exhibit 104, the cover page interactive data file.

Filing Exhibits & Attachments

4 documents

Other Documents