Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

As previously announced, on March 9, 2021, Sundance Energy Inc., a Delaware corporation (the "Company"), and each of its direct and indirect subsidiaries (collectively with the Company, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the Southern District of Texas (Houston) (the "Bankruptcy Court"). The Debtors' Chapter 11 cases are being jointly administered under the caption In re: Sundance Energy Inc., et al., Case No. 21-30882 (DRJ) (the "Chapter 11 Cases").

On March 10, 2021, the Company received a letter from the Listing Qualifications department staff of the NASDAQ Stock Market ("NASDAQ") notifying the Company that, as a result of the Chapter 11 Cases and in accordance with NASDAQ Listing Rules 5101, 5110(b), and IM5101-1, the staff of NASDAQ has determined that the Company's securities will be delisted from NASDAQ at the opening of business on March 19, 2021, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC").

The Company does not plan to appeal the NASDAQ staff's determination to delist the Company's common stock. As a result of the delisting, the Company expects that the trading of its common stock will transition to the Pink Open Market. The Company can provide no assurance that its common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company's common stock on this market, whether the trading volume of the Company's common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company's common stock will continue on this market in the future. The transition to over-the-counter markets will not affect the Company's business or reporting requirements under the rules of the SEC.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth below in Item 8.01 of this Current Report on Form 8-K regarding the Order Establishing Notification Procedures and Approving Restrictions on Certain Transfers of, or Worthlessness Deductions with Respect to, Stock of the Debtors Docket No. 77 is incorporated herein by reference.




Item 8.01. Other Events.

On March 10, 2021, in connection with the Chapter 11 Cases, the Bankruptcy Court entered orders granting the Debtors relief on several motions filed by the Debtors. Among others, the Bankruptcy Court entered the Order Establishing Notification Procedures and Approving Restrictions on Certain Transfers of, or Worthlessness Deductions with Respect to, Stock of the Debtors Docket No. 77 (the "Order"). The Order approves the procedures (including notice requirements) that certain shareholders and potential shareholders must comply with regarding certain acquisitions or transfers of, or declarations of worthlessness with respect to, Sundance Stock (as defined in the Order), as well as certain requirements to notify the Company with respect to current share ownership (collectively, the "Procedures"). A copy of the Procedures is included in the Order. The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court.

Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and any person or entity that takes any action in violation of the Order or the Procedures, or otherwise fails to comply with their requirements, shall be (a) subject to sanctions as the Bankruptcy Court may consider appropriate and (b) required to take remedial actions, which may include actions necessary to appropriately reflect that such transfer or worthlessness deduction is null and void ab initio.

The foregoing description of the Order is qualified in its entirety by reference to the Order Establishing Notification Procedures and Approving Restrictions on Certain Transfers of, or Worthlessness Deductions with Respect to, Stock of the Debtors Docket No. 77 and is incorporated herein by reference. Copies of the Order and further information about the Chapter 11 Cases can be found at https://cases.primeclerk.com/sundanceenergy.

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