Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)
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Yuma Energy, Inc.
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(Name
of Issuer)
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Common Stock, $0.001 par value
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(Title
of Class of Securities)
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98872F10
5
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(CUSIP
Number)
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Reid. A Godbolt, Esq.
Jones & Keller, P.C.
1999 Broadway, Suite 3150
Denver, Colorado 80202
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(303)
573-1600
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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October 26, 2016
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(Date
of Event Which Requires Filing of This Statement)
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If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note: Schedules filed in paper
format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 98872F10
5
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1
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NAMES
OF REPORTING PERSONS:
Sam L.
Banks
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
(a) [
]
(b) [
]
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3
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SEC USE
ONLY:
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4
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SOURCE
OF FUNDS (See Instructions):
OO
– merger transaction
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7
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SOLE
VOTING POWER:
2,102,138
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8
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SHARED
VOTING POWER:
-0-
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9
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SOLE
DISPOSITIVE POWER:
2,077,018
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10
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SHARED
DISPOSITIVE POWER:
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,111,648
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions):
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
17.29%
(1)
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TYPE OF
REPORTING PERSON (See Instructions):
IN
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_________________
(1)
This calculation is
based on 12,200,974 shares of common stock, $0.001 par value per
share (“Common
Stock”), of Yuma Energy, Inc., a Delaware corporation
(the “Company”),
outstanding as of October 26, 2016 after giving effect to the
reincorporation of the Company from California to Delaware,
including the reverse stock split of 1-for-20 and the merger (the
“Merger”) of
Yuma Merger Subsidiary, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, with and into Davis
Petroleum Acquisition Corp., a Delaware corporation
(“Davis”), as
reported in the Current Report on Form 8-K (the “Report”) filed by the Company with
the Securities and Exchange Commission (the “SEC”) on November 1,
2016.
Item
1. Security and Issuer.
This
statement on Schedule 13D (this “Schedule 13D”) relates to the
common stock, $0.001 par value per share (the “Common Stock”), of Yuma Energy,
Inc., a Delaware corporation (the “Company”). The principal executive
offices of the Company are located at 1177 West Loop South, Suite
1825, Houston, Texas 77027.
Item
2. Identity and Background.
(a)
This Schedule 13D
is being filed by Sam L. Banks (the “Reporting Person”).
(b)
The principal
business address of the Reporting Person is 1177 West Loop South,
Suite 1825, Houston, Texas 77027.
(c)
The Reporting
Person is a Director, President and Chief Executive Officer of the
Company. The Company’s principal executive offices are
located at 1177 West Loop South, Houston, Texas 77027. The
principal business of the Company is a U.S.-based oil and gas
company focused on the exploration for, and development of,
conventional and unconventional oil and gas prospects.
(d)
The Reporting
Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
The Reporting
Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f)
The Reporting
Person is a citizen of the United States of America.
Item
3. Source and Amount of Funds or Other
Consideration.
The
Reporting Person acquired the securities of the Company on October
26, 2016 in connection with the reincorporation of the Company from
California to Delaware, whereby Yuma Energy, Inc., a California
corporation (“Yuma
California”), merged with and into the Company, with
the Company surviving the merger and effected a reverse stock split
of 1-for-20 (the “Reincorporation Merger”), and
subsequently, Yuma Merger Subsidiary, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company (the “Merger Subsidiary”), merged with
and into Davis Petroleum Acquisition Corp., a Delaware corporation
(“Davis”), with
Davis surviving the merger as a wholly-owned subsidiary of the
Company (the “Merger”) pursuant to that certain
Agreement and Plan of Merger and Reorganization dated as of
February 10, 2016 and as amended on September 2, 2016 (the
“First
Amendment”) (as amended, the “Merger Agreement”), by and among
the Company, Yuma California, Merger Subsidiary and Davis. The
Merger Agreement further resulted in a change of control of the
Company. Four of the seven directors on the board of directors of
the Company were nominated by Davis.
Pursuant to the
Reincorporation Merger, each share of common stock, no par value
per share (“Yuma California
Common Stock”), of Yuma California, was exchanged for
one-twentieth of one share of common stock, $0.001 par value per
share (the “Common
Stock”), of the Company. The offer and sale of the
Common Stock issued in the Reincorporation Merger was registered
under the Securities Act of 1933, as amended (the
“Securities
Act”), on the registration statement on Form S-4 (File
No. 333-212103), originally filed with the Securities and Exchange
Commission (the “SEC”) on June 17, 2016 by the
Company.
Upon
consummation of the Reincorporation Merger, the Reporting Person
received a total of 2,077,018 shares of Common Stock in exchange
for his shares of Yuma California Common Stock. In addition, the
Company assumed the Reporting Person’s outstanding Yuma
California restricted stock awards, which were exchanged for
restricted stock awards denominated in shares of Common Stock in
the aggregate amount of 25,120 restricted shares of Common Stock,
subject to vesting as follows: 1,893 shares vest on January 1,
2017, 11,614 shares vest on May 31, 2017, and 11,613 shares vest on
May 31, 2018. The Company also assumed the Reporting Person’s
outstanding Yuma California stock appreciation right award, which
was exchanged for a stock appreciation right award denominated in
shares of Common Stock in the aggregate amount of 28,530 stock
appreciation rights (“SARs”) with an exercise price of
$12.10, subject to vesting as follows: 9,510 SARs vested on May 31,
2016, 9,510 SARs vest on May 31, 2017, and 9,510 SARs vest on May
31, 2018.
The
foregoing description of the Merger Agreement and the First
Amendment do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement and the First
Amendment, which are attached hereto as Exhibit 1 and Exhibit 2, respectively, and
are incorporated herein by reference.
Item
4. Purpose of Transaction.
The
Reporting Person acquired the Common Stock reported herein for
investment purposes and as part of his compensation for serving as
President and Chief Executive Officer of the Company. The Reporting
Person intends to review his investment in the Company from time to
time and, depending on market conditions and other factors that the
Reporting Person may deem material in making his investment
decision, the Reporting Person may make purchases or sales of
Common Stock in open market or private transactions, sell all or
any portion of the Common Stock the Reporting Person has or
subsequently acquires in open market or private transactions, or
take other steps to increase or decrease his investment in the
Company. The Reporting Person may in the future acquire, restricted
stock awards, stock appreciation rights, stock options, restricted
stock units or other rights to acquire securities of the Company in
the ordinary course of business in connection with his service as
an executive officer of the Company.
The
Reporting Person is the President and Chief Executive Officer of
the Company and serves as a member of the board of directors of the
Company, and in such capacities, the Reporting Person will take an
active role in working with the Company’s other management
members on operational, financial and strategic initiatives and may
be involved from time to time in the consideration of matters
specified in the next sentence on behalf of the Company. Except as
set forth herein, as of the date hereof, there are no plans or
proposals that the Reporting Person has that relate to or would
result in (a) the acquisition of securities of the Company or the
disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any
other material change in the Company’s business or corporate
structure; (g) changes in the Company’s certificate of
incorporation, bylaws, or other instruments corresponding thereto
or other actions that may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class
of equity securities of the Company becoming eligible for
termination of registration under the Exchange Act of 1934, as
amended (the “Exchange
Act”); or (j) any action similar to any of the matters
enumerated above.
Item
5. Interest in Securities of the
Issuer.
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(a) and (b)
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The Reporting
Person is the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 2,111,648 shares of Common Stock (which
includes 25,120 restricted shares of Common Stock subject to
restricted stock awards and 9,510 SARs which are vested and
exercisable), which represents approximately 17.29% of the
outstanding shares of Common Stock as reported in the
Company’s Current Report on Form 8-K filed on November 1,
2016 with the SEC. Of the 2,111,648 shares of Common Stock, (i)
25,120 shares are subject to restricted stock awards assumed by the
Company upon the consummation of the Reincorporation Merger and
vest as follows: 1,893 shares vest on January 1, 2017, 11,614
shares vest on May 31, 2017, and 11,613 shares vest on May 31,
2018; and (ii) and 9,510 SARs which are vested and exercisable. The
Reporting Person has sole power to vote or direct the vote of
2,102,138 shares of Common Stock. The Reporting Person has sole
power to dispose or to direct the disposition of 2,077,018 shares
of Common Stock. The Reporting Person has sole voting, but not
dispositive, power with respect to 25,120 restricted shares of
Common Stock that will vest as set forth above.
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(c)
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Except as set forth
in Item 3 above, the Reporting Person has not effected any
transaction in the shares of Common Stock during the past 60
days.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
As
required under the Merger Agreement, on October 26, 2016, the
Company entered into a Registration Rights Agreement (the
“Registration Rights
Agreement”) with the Reporting Person and certain
other stockholders of the Company, pursuant to which the Company
agreed to register, at its cost, with the SEC the resale of the
Common Stock issued to such holders of Common Stock and the Common
Stock issued upon conversion of the Series D Convertible Preferred
Stock, $0.001 par value per share, of the Company (the
“Series D Preferred
Stock”). The Company has agreed to file a shelf
registration statement (the “Shelf Registration Statement”)
with the SEC within 180 days after the closing of the Merger. The
parties to the Registration Rights Agreement may request
registration no more than three times during any twelve (12)
consecutive months of shares having an estimated offering price of
greater than $5.0 million. No request may be made after the fourth
anniversary of the effectiveness of the Shelf Registration
Statement. In addition, if the Company files a registration
statement within four years of the effectiveness of the Shelf
Registration Statement, it must offer to the parties to the
Registration Rights Agreement the opportunity to include the resale
of their shares in the registration statement, subject to customary
qualifications and limitations. The foregoing description of the
Registration Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the Registration
Rights Agreement, a copy of which is attached hereto as
Exhibit 3 and is
incorporated by reference herein.
As
required under the Merger Agreement, on October 26, 2016, the
Company entered into a Lock-up Agreement (the “Lock-up Agreement”) with the
Reporting Person and the other stockholders party to the
Registration Rights Agreement (collectively, the
“Lock-up
Persons”), pursuant to which the Lock-up Persons are
restricted for a period of 180 days (the “Lock-up Period”) after the closing
of the Merger from offering, pledging, selling, contracting to
sell, selling any option or contract to purchase, purchasing any
option or contract to sell, granting any option, right or warrant
to purchase, lending or otherwise transferring or disposing of any
shares of Common Stock, Series D Preferred Stock or any other class
of the Company’s capital stock (collectively,
“Capital Stock”)
or any other securities convertible into or exercisable or
exchangeable for any Capital Stock, whether now owned or hereafter
acquired by the Lock-up Person during the Lock-Up Period or with
respect to which the undersigned has or hereafter acquires the
power of disposition during the Lock-Up Period, or enter into any
swap or other agreement, arrangement or transaction that transfers
to another, in whole or in part, directly or indirectly, any of the
economic consequence of ownership of any Capital Stock or any
securities convertible into or exercisable or exchangeable for any
Capital Stock. The foregoing restrictions do not apply to certain
other transfers customarily excepted. The foregoing description of
the Lock-up Agreement does not purport to be complete and is
qualified in its entirety by reference to the Lock-up Agreement, a
copy of which is attached hereto as Exhibit 4 and is incorporated
by reference herein.
Other
than as described in this Schedule 13D and in the agreements and
documents attached as exhibits hereto or incorporated herein by
reference, to the knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Person and any other person with
respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, the existence of which would give
another person voting or investment power over the securities of
the Company.
Item
7. Material to be Filed as Exhibits.
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Exhibit No.
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Description of Exhibit
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1
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Agreement
and Plan of Merger and Reorganization dated as of February 10,
2016, by and among Yuma Energy, Inc., Yuma Delaware Merger
Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum
Acquisition Corp. (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K/A filed by Yuma Energy, Inc. (SEC
File No.: 001-32989) with the SEC on February 16,
2016).
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2
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First
Amendment to the Agreement and Plan of Merger and Reorganization
dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma
Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and
Davis Petroleum Acquisition Corp. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on September 6,
2016).
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3
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Registration
Rights Agreement dated October 26, 2016 (incorporated by reference
to Exhibit 10.3 to the Current Report on Form 8-K filed by the
Registrant with the SEC on November 1, 2016)
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Lock-up
Agreement dated October 26, 2016 between Yuma Energy, Inc. and Sam
L. Banks.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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SAM L.
BANKS
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Date:
November 7,
2016
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By:
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/s/ Sam L.
Banks
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