424B5 1 batl-20260505x424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-295204

Prospectus Supplement

(To prospectus dated April 29, 2026)

Up to $150,000,000
Common Stock
_______________

We have entered into a sales agreement dated as of May 5, 2026 (the “Sales Agreement”), with Roth Capital Partners, LLC as agent (“Roth” or the “Agent”) relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of such Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $150,000,000 from time to time through the Agent, acting as our agent or principal.

Our common stock is listed on the NYSE American (“NYSE”) under the symbol “BATL.” On April 29, 2026, the last reported sale price of our common stock on NYSE was $3.93 per share.

Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Agent is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to the Agent for sales of common stock sold pursuant to the Sales Agreement will be up to 3.00% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

An investment in our common stock involves significant risks. These risks are described under “Risk Factors” beginning on page S-4 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

_______________

Roth Capital Partners

The date of this prospectus supplement is May 5, 2026.


		Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement		S-ii

Cautionary Statement Regarding Forward-Looking Statements		S-iii

Prospectus Supplement Summary		S-1

The Offering		S-3

Risk Factors		S-4

Use of Proceeds		S-6

Dilution		S-7

Dividend Policy		S-8

Plan of Distribution		S-9

Legal Matters		S-11

Experts		S-12

Where You Can Find More information		S-13

Incorporation By Reference		S-14

PROSPECTUS

About This Prospectus		1

Where You Can Find More Information		2

Cautionary Statement Regarding Forward-Looking Statements		3

Prospectus Summary		5

Risk Factors		9

Use Of Proceeds		10

Selling Securityholders		11

Plan Of Distribution		13

Description of Capital Stock		18

Description of Depositary Shares		23

Description of Warrants		24

Description of Purchase Contracts		26

Description of Units		27

Legal Matters		29

Experts		29

Issuer	Battalion Oil Corporation
Common stock Offered by us	Shares of our common stock having an aggregate offering price of up to $150,000,000.
Common Stock to be Outstanding After This Offering	58,709,501 shares, assuming sales of 38,167,938 shares in this offering at an offering price of $3.93 per share, which was the last report sale price of our common stock on NYSE on April 29, 2026. The actual number of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at which such sales occur.
Plan of Distribution	“At the market offering” made from time to time through or to the Agent. See the section of this prospectus supplement entitled “ Plan of Distribution” beginning on page S-8.
Use of Proceeds	We intend to use the net proceeds from this offering for general corporate purposes. General corporate purposes may include, without limitation, acquisitions, additions to working capital, capital expenditures, redemption of outstanding shares of our preferred stock and repayment or refinancing of debt. Net proceeds may be temporarily invested prior to use. The expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. Our management will have broad discretion in applying the net proceeds from this offering. See the section of this prospectus supplement entitled “Use of Proceeds” beginning on page S-6.
NYSE American Symbol	“BATL”
Risk Factors	An investment in our securities involves a high degree of risk. Before making an investment decision, investors should carefully consider the information set forth in the section of this prospectus supplement entitled “Risk Factors” beginning on page S-4, as well as the other risks and uncertainties described in the documents that we file with the SEC that are incorporated herein by reference.


Assumed public offering price per share			$	3.93
Historical net tangible book value per share as of December 31, 2025	$	(1.60)
Increase in net tangible book value per share attributable to new investors purchasing shares of common stock in this offering	$	3.51

As adjusted net tangible book value per share as of December 31, 2025, after giving effect to this offering			$	1.91

Dilution per share to investors purchasing our common stock in this offering			$	2.02


Issuer	Battalion Oil Corporation
Common Stock offered by the Selling Securityholders	(i) 5,935,377 shares of Common Stock for the accounts of the Selling Securityholders named in this prospectus and (ii) 31,063,757 shares of Common Stock, issuable as of April 4, 2026 based on the applicable Liquidation Preference (as defined below) and conversion prices in effect and including an additional 4,625,909 shares of Common Stock that the Company has estimated in good faith as the maximum number of shares of Common Stock that may become issuable upon conversion of the Redeemable Convertible Preferred Stock as a result of adjustments and accruals permitted under the applicable certificate of designation, upon the conversion of the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), Series A-1 Preferred Stock, par value $0.0001 per share (“Series A-1 Preferred Stock”), Series A-2 Preferred Stock, par value $0.0001 per share (“Series A-2 Preferred Stock”), Series A-3 Preferred Stock, par value $0.0001 per share (“Series A-3 Preferred Stock”) and Series A-4 Preferred Stock, par value $0.0001 per share (“Series A-4 Preferred Stock,” and, together with the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock, the “Redeemable Convertible Preferred Stock”) issued by the Company. The shares of Common Stock held by the Selling Securityholders and underlying the Redeemable Convertible Preferred Stock held by the Selling Securityholders and registered by this prospectus are referred to herein as the “Registrable Securities.”
Terms of the Offering of the Common Stock offered by the Selling Securityholders	The Selling Securityholders will determine when and how they will sell the shares of Common Stock offered in this prospectus, as described in “Plan of Distribution.”
Use of Proceeds	We will not receive any proceeds from the sale of the Registrable Securities. See “Use of Proceeds.”
NYSE American Ticker Symbol	Our shares of Common Stock are listed on the NYSE American exchange under the symbol “BATL”.
Risk Factors	Any investment in the Registrable Securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by reference.


	Before Offering⁽¹⁾			After Offering
Selling Securityholder	Number Beneficially Owned	Percentage of Shares Beneficially Owned	Maximum Number of Shares Offered⁽⁷⁾	Number Beneficially Owned⁽²⁾	Percentage of Shares Beneficially Owned
Luminus Management, LLC⁽³⁾	14,042,103	39.5%	14,042,103	—	—
Brookfield Oaktree Holdings, LLC⁽⁴⁾	12,303,949	36.4%	12,303,949	—	—
Gen IV Investment Opportunities, LLC⁽⁵⁾	5,542,173	20.5%	5,542,173	—	—
RoadRunner Resource Holdings LLC⁽⁶⁾	485,000	2.2%	485,000	—	—
Total	32,373,225	60.1%	32,373,225	—	—

SEC Form 424B5 filed by Battalion Oil Corporation