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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: June 17, 2019
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
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001-37932
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94-0787340
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1177 West Loop South, Suite 1825
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 968-7000
(Registrant’s telephone number, including area
code)
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(Former name or former address, if changed since last
report)
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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:
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⬜
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, $0.001 par value per share
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YUMA
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NYSE American LLC
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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 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
On June
17, 2019, Yuma Energy, Inc. (the “Company”) received
a letter (the “Letter”) from the NYSE
American LLC (the “NYSE American”) indicating that the
NYSE American has determined that the Company was not in compliance
with Section 1003(a)(iii) of the NYSE American Company
Guide, which requires the issuer to have stockholders’ equity
of $6.0 million or more if it has reported losses from continuing
operations and/or net losses of its five most recent fiscal years.
The Letter noted that the Company reported stockholders’
equity of $5,998,045 as of March 31, 2019 and losses from
continuing operations and/or net losses in its five most recent
fiscal years ended December 31, 2018.
Therefore, the
Company has become subject to the procedures and requirements of
Section 1009 of the NYSE American Company Guide and must submit a
plan of compliance by July 17, 2019, addressing how the Company
intends to regain compliance with Section 1003(a)(iii) or meet the
exemption in Section 1003(a) of the NYSE American Company Guide by
December 17, 2020.
The
Company intends to prepare and deliver a plan of compliance to the
NYSE American by July 17, 2019, addressing how the Company intends
to regain compliance with Section 1003(a)(iii) of the NYSE American
Company Guide by December 17, 2020. The Company has also been
advised that it will be subject to delisting proceedings if it does
not regain compliance prior to December 17, 2020 or if the NYSE
American determines that the Company is not making progress
consistent with its plan of compliance.
The
Company previously disclosed, among other things, that it received
a notification from the NYSE American stating that the Company was
not in compliance with Section 1003(f)(v) of the NYSE American
Company Guide, which relates to the selling price per share of the
Company’s common stock. The NYSE American staff granted the
Company a plan period through July 4, 2019 to regain compliance
with Section 1003(f)(v) by effecting a reverse stock split or
otherwise demonstrating sustained price improvement. On June 12,
2019, the Company’s stockholders voted to approve a potential
amendment to the Company’s amended and restated certificate
of incorporation to effect a reverse split of the Company’s
common stock, as determined by the Board of Directors at its sole
discretion, of a ratio of not less than one-for-ten and not more
than one-for-twenty-five.
The
Company’s common stock will continue to be listed on the NYSE
American while it attempts to regain compliance with the listing
standards noted, subject to the Company’s compliance with
other continued listing requirements.
Item 7.01. Regulation FD Disclosure.
On June
20, 2019, the Company issued a press release regarding the receipt
of the Letter from the NYSE American, which is
included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The
information in this Current Report on Form 8-K furnished pursuant
to Item 7.01, including Exhibit 99.1, shall not be deemed to be
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liability under that section,
and it shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing. By filing this Current Report on Form 8-K and
furnishing this information pursuant to Item 7.01, the Company
makes no admission as to the materiality of any information in this
Current Report on Form 8-K, including Exhibit 99.1, that is
required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
The
following exhibit is furnished with this Current Report on Form
8-K:
Exhibit No.
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Description
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Press
Release dated June 20, 2019.
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SIGNATURE
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.
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YUMA ENERGY, INC.
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By:
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/s/
Anthony C. Schnur
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Name:
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Anthony
C. Schnur
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Date:
June 21, 2019
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Title:
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Interim
Chief Executive Officer, Interim Chief Financial Officer and Chief
Restructuring Officer
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