SEC Form S-8 filed

On February 26, 2021 (the “Closing Date”), Riley Exploration Permian, Inc., a Delaware corporation (f/k/a Tengasco, Inc. (“Tengasco”)) (the “Registrant”), consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of October 21, 2020, by and among Tengasco, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of Tengasco (“Merger Sub”), and Riley Exploration – Permian, LLC (“Riley”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among Tengasco, Merger Sub and Riley. Pursuant to the terms of the Merger Agreement, a business combination between the Registrant and Riley was effected through the merger of Merger Sub with and into Riley, with Riley surviving as the surviving company and as a wholly-owned subsidiary of the Registrant (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Merger Transaction”). On the Closing Date, the Registrant changed its name from Tengasco, Inc. to Riley Exploration Permian, Inc. On the Closing Date and immediately prior to the effective time of the Merger, a one-for-twelve reverse stock split was effective on the Common Stock, par value $0.001 per share (“Common Stock”), of the Registrant.  Pursuant to the Merger Transaction, on the Closing Date each restricted share of Common Stock issued in the Merger is to be issued under the 2021 Long Term Incentive Plan, as amended from time to time (the “Plan”). The only Plan shares being registered on this Registration Statement are those shares of Common Stock authorized for issuance under the Plan and not previously registered pursuant to the Registration Statement on Form S-4 (333-250019) filed by Tengasco with the Securities and Exchange Commission on November 10, 2020, as amended (the “Form S-4”), in connection with the Merger Transaction.  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration also covers any additional shares of Common Stock as may become issuable pursuant to the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of outstanding Common Stock. No additional registration fee is included for such additional shares.

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The maximum offering price per share and maximum aggregate offering price are based on the offering price at which the Common Stock was issued under the Plan prior to the filing of this Registration Statement on Form S-8 (this “Registration Statement”).

Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The maximum offering price per share and maximum aggregate offering price are based on a price of $2.66 per share, which is the average of the high and low sales prices of a share of Common Stock as reported by the NYSE American on February 26, 2021.

Incorporation of Documents by Reference.

The Registrant’s prospectus filed pursuant to Rule 424(b)(3) under the Securities Act (File No. 333-250019), filed with the Commission on February 2, 2021, relating to the Registrant’s Registration Statement on Form S-4 (File No. 333-250019), originally filed with the Commission on November 12, 2020 (as amended, including all exhibits);

The description of Registrant’s common stock contained in the Registration Statement on Form 10-SB filed August 8, 1997 (File No. 000-29386) and any amendment or report filed with the Commission for the purpose of updating such description;

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 30, 2020; and

All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (b) above.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

Exemption from Registration Claimed.

Exhibits.

Filed herewith.

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

to include any prospectus required by Section 10(a)(3) of the Securities Act;

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.