8-K

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): December 5, 2019 (December 3, 2019)

Harvest Oil & Gas Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-33024	80-0656612
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Fannin Street, Suite 750
Houston, Texas 77002

(Address of Principal Executive Offices)

(713) 651-1144

(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: None.

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.

On December 3, 2019, the board of directors of Harvest Oil & Gas Corp. (the “Company”) approved a share repurchase program that gives the Company the ability to repurchase up to $5.0 million of the Company’s outstanding common stock (the “repurchase program”). Repurchases may be made from time to time, at the Company’s discretion, through open market repurchases or negotiated transactions, which may be effected through trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company intends to fund repurchases from cash on hand.

Repurchases by the Company will be subject to general market and economic conditions, alternate uses for the capital and other factors, and the repurchase program may be suspended, modified or discontinued by the Company’s board of directors at any time. The Company has no obligation to repurchase any amount of its common stock under the repurchase program.

A copy of the press release announcing the repurchase program is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit Number	Description
99.1	Press Release of Harvest Oil & Gas Corp. dated December 5, 2019.

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.

December 5, 2019	Harvest Oil & Gas Corp.
	By:	/s/ RYAN STASH
		Ryan Stash
		Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Harvest Oil & Gas Announces $5 Million Share Repurchase Program

HOUSTON, December 5, 2019 (GLOBE NEWSWIRE) -- Harvest Oil & Gas Corp. (OTCQX: HRST) (“Harvest” or the “Company”) announced today that its board of directors has approved a share repurchase program under which Harvest is authorized to repurchase up to $5.0 million of its outstanding common stock.

Share repurchases may be made from time to time, at the Company’s discretion, through open market repurchases or negotiated transactions, which may be effected through Rule 10b5-1 trading plans. The Company intends to fund repurchases from cash on hand. This program is intended to continue the Company’s commitment to shareholder returns and the efficient management of the Company’s assets, including cash on hand.

Repurchases by the Company will be subject to general market and economic conditions, alternate uses for the capital and other factors, and the share repurchase program may be suspended, modified or discontinued by the Company’s board of directors at any time. The Company has no obligation to repurchase any amount of its common stock under the program.

About Harvest Oil & Gas Corp.

Harvest is an independent oil and gas company engaged in the efficient operation and development of onshore oil and gas properties in the continental United States. The Company’s assets consist primarily of producing and non-producing properties in the Appalachian Basin (which includes the Utica Shale), Michigan, the Barnett Shale, the Mid-Continent area, and the Permian Basin.  More information about Harvest is available on the internet at https://www.hvstog.com.

Forward Looking Statements

This press release contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of its business. These forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond its control. Please read the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in its Annual Report on Form 10-K, and other public filings and press releases for a discussion of risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in such forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “indicate” and similar expressions are intended to identify forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Harvest Oil & Gas Corp., Houston, TX
Ryan Stash
713-651-1144
hvstog.com