EON Resources Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 3.02 Unregistered Sales of Equity Securities
As previously disclosed, between January 2023 and November 2023, EON Resources Inc., a Delaware corporation (the “Company”), entered into note and warrant purchase agreements (“Purchase Agreements”) with certain accredited investors (the “Investors”) whereby the Investors purchased promissory notes with principal amounts equal to the purchase price (the “Old Notes”) and warrants to purchase a number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), equal to three-fourths of the purchase price (the “Old Warrants”).
On May 8, 2025, the Company and 11 of the Investors (the “Exchange Investors”) entered into exchange agreements (the “Exchange Agreements”) whereby the Exchange Investors exchanged their Old Notes and Old Warrants for convertible promissory notes (the “Convertible Notes”). The principal amounts of the Convertible Notes were determined by adding the original principal amount of the Old Notes and the number of Old Warrants. In connection with the Exchange Agreements, the Company issued Convertible Notes in the aggregate principal amount of $6,850,000 in exchange for Old Notes in the aggregate principal amount of $2,900,000 and 3,950,000 Old Warrants.
The Convertible Notes mature on January 31, 2028 and accrue interest at a rate of 7.5% per annum. The Convertible Notes may be prepaid by the Company at any time, in whole or in part, without any premium or penalty. The Convertible Notes may be converted by the holders at any time after issuance into shares of Class A Common Stock at a conversion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by the average of the three lowest VWAPs of the Class A Common Stock over the ten trading days prior to conversion (the “Conversion Price”). If, at any time the Convertible Notes are outstanding, the Company issues or sells Class A Common Stock for no consideration or at a price lower than the then-current Conversion Price, then the Conversion Price of the Convertible Notes will be automatically reduced to the amount of consideration per share received by the Company in such sale or offering. In addition, so long as any Convertible Notes are outstanding, if the Company issues any security on terms more favorable than the Convertible Notes, then the Company must notify the holder and such more favorable term shall become a part of the Convertible Note, at the holder’s option
The Exchange Agreement and the Convertible Notes each also contain customary representations, warranties, covenants and indemnification provisions.
The foregoing is a summary description of certain terms of the Exchange Agreements and the Convertible Notes. For a full description of all terms, please refer to the copies of the form of Exchange Agreement and the form of Convertible Note that are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company has issued the Convertible Notes pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 3(a)(9) and intends to issue any shares upon conversion of the Convertible Note pursuant to such exemption. The Exchange Investors are each an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit Number |
Description | |
| 10.1 | Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2025) | |
| 10.2 | Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 24, 2025) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| May 9, 2025 | EON Resources Inc. | |
| By: | /s/ Mitchell B. Trotter | |
| Name: | Mitchell B. Trotter | |
| Title: | Chief Financial Officer | |
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