Item 8.01. Other Events.

On June 16, 2021, Northern Oil and Gas, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, as representative of the other several underwriters listed in Schedule I to the Underwriting Agreement (collectively, the "Underwriters"), relating to its previously announced public offering of 5,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock" and such offering the "Equity Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 750,000 additional shares (the "Option Shares") of Common Stock, which option was exercised in full on June 17, 2021.

The Equity Offering, including the sale of the Option Shares, closed on June 21, 2021. The Company expects to use the net proceeds from the Equity Offering and, to the extent necessary, cash on hand and/or borrowings under the Company's revolving credit facility to fund the purchase price for the Company's recently announced pending acquisition of certain oil and gas properties, interests and related assets located in the Permian Basin. Pending the use of proceeds as described above, the Company may temporarily apply a portion of the net proceeds from the Equity Offering to repay outstanding borrowings under its revolving credit facility. If the pending acquisition is not consummated, the Company intends to use the net proceeds from the Equity Offering for general corporate purposes, which may include the repayment of outstanding indebtedness.

The Equity Offering was made pursuant to a prospectus supplement, dated June 16, 2021, and filed with the Securities and Exchange Commission (the "SEC") on June 17, 2021, and the base prospectus, dated April 15, 2021, filed as part of the Company's shelf registration statement (File No. 333-255065) filed with the SEC on April 6, 2021 and declared effective on April 15, 2021.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Kirkland & Ellis LLP has issued an opinion, dated June 21, 2021, regarding certain legal matters with respect to the Equity Offering, a copy of which is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated June 16, 2021, between Northern Oil
            and Gas, Inc. and Wells Fargo Securities, LLC, as representative of
            the several underwriters listed in Schedule I thereto.

5.1           Opinion of Kirkland & Ellis LLP.

23.1          Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.

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