Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 21, 2020 (the "Effective Date"), Battalion Oil Corporation
(the "Company") filed a Certificate of Amendment (the "Certificate of
Amendment") to its Amended and Restated Certificate of Incorporation with the
Delaware Secretary of State, to effect a change of the Company's corporate name
from "Halcón Resources Corporation" to "Battalion Oil Corporation" (the "Name
Change"). The board of directors of the Company (the "Board") approved the Name
Change pursuant to Section 242(b)(1) of the General Corporation Law of the State
of Delaware, under which stockholder approval is not required to effect a
corporate name change.
In connection with the Name Change, the Board also approved and authorized an
amendment to the Company's bylaws, pursuant to which the Company the adopted, as
of the Effective Date, the Seventh Amended and Restated Bylaws (the "Amended
Bylaws"); except for the Name Change, the Company's bylaws, remain unchanged and
in full force and effect.
The foregoing summary of the Certificate of Amendment and Amended Bylaws does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment, as filed, and the Amended Bylaws,
copies of which are attached hereto as Exhibit 3.1and Exhibit 3.2, respectively,
and are incorporated herein by reference.
Item 7.01 Regulation FD
On January 27, 2020, the Company issued a press release announcing, among other
things, the Name Change, a copy of the press release is attached hereto as
Exhibit 99.1. The information furnished herewith pursuant to Item 7.01 of this
Current Report on Form 8-K, 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 the liabilities of that
section. The information in Item 7.01 of this Current Report on Form 8-K shall
not be incorporated by reference into any filing under Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date of this
Current Report, except as expressly provided by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description of Exhibits
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Battalion Oil Corporation (formerly known as Halcón
Resources Corporation), dated January 21, 2020.
3.2 Seventh Amended and Restated Bylaws of Battalion Oil Corporation,
adopted on January 21, 2020.
99.1 Press Release of Battalion Oil Corporation, dated January 27, 2020
2
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