UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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_________________________________________________
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Independence Contract Drilling, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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453415606
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(CUSIP Number)
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August 16, 2023
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(Date of Event Which Requires Filing of this Statement)
_________________________________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 453415606
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1.
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NAMES OF REPORTING PERSONS
Karlin Energy, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,373,297
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
1,373,297
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,297
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 14,084,850 shares of common stock of Independence Contract Drilling, Inc. (the “Issuer”) outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange
Commission (“SEC”) on August 3, 2023.
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CUSIP No. 453415606
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1.
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NAMES OF REPORTING PERSONS
Karlin Asset Management, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,373,297
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
1,373,297
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,297
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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Based on 14,084,850 shares of common stock of the Issuer outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the SEC on August 3, 2023.
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CUSIP No. 453415606
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1.
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NAMES OF REPORTING PERSONS
Karlin Holdings Limited Partnership
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,373,297
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
1,373,297
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,297
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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*
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Based on 14,084,850 shares of common stock of the Issuer outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the SEC on August 3, 2023.
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CUSIP No. 453415606
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1.
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NAMES OF REPORTING PERSONS
Gary Karlin Michelson MD Living Trust dated 10/1/1993
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,373,297
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
1,373,297
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,297
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 14,084,850 shares of common stock of the Issuer outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the SEC on August 3, 2023.
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CUSIP No. 453415606
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1.
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NAMES OF REPORTING PERSONS
Gary Karlin Michelson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,373,297
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
1,373,297
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,297
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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Based on 14,084,850 shares of common stock of the Issuer outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the SEC on August 3, 2023.
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Item 1 (a).
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Name of Issuer:
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Independence Contract Drilling, Inc. (the “Issuer”)
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Item 1 (b).
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Address of Issuer’s Principal Executive Offices:
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20475 State Highway 249, Suite 300
Houston, Texas 77070
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Item 2 (a).
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Name of Person Filing:
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This statement is being filed by the following persons with respect to the shares of Common Stock (as defined below) of the Issuer directly held by Karlin Energy, LLC (“Karlin Energy”):
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(i)
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Karlin Energy, a Delaware limited liability company;
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(ii)
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Karlin Asset Management, Inc., a Delaware corporation (“Karlin Asset Management”), the Manager of Karlin Energy and General Partner of Karlin Holdings Limited Partnership (“Karlin Holdings”);
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(iii)
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Karlin Holdings, a Nevada limited partnership and Sole Member of Karlin Energy;
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(iv)
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Gary Karlin Michelson MD Living Trust dated 10/1/1993, a California trust (the “Karlin Trust”), the sole owner of Karlin Asset Management; and
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(v)
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Gary Karlin Michelson, a United States citizen, the Trustee of the Karlin Trust and sole director of Karlin Asset Management.
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The above parties are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.
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Item 2 (b).
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Address of Principal Business Office or, if None, Residence:
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The address for each of the Reporting Persons is:
11755 Wilshire Blvd., Suite 1400
Los Angeles, CA 90025
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Item 2 (c).
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Citizenship:
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Karlin Energy - Delaware
Karlin Asset Management - Delaware
Karlin Holdings - Nevada
Karlin Trust - California
Gary Karlin Michelson - United States
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Item 2 (d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share (“Common Stock”)
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Item 2 (e).
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CUSIP Number:
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453415606
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 1,373,297 shares of Common Stock
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(b)
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Percent of class: 9.8%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 1,373,297
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(ii)
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Shared power to vote or to direct the vote: -0-
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(iii)
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Sole power to dispose or to direct the disposition of: 1,373,297
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(iv)
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Shared power to dispose or to direct the disposition of: -0-
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The percentage of beneficial ownership of Common Stock above is based on 14,084,850 shares of Common Stock outstanding as of July 28, 2023, as reported in the Form 10-Q filed by the Issuer with the SEC on August 3, 2023.
Karlin Asset Management is the Manager of Karlin Energy and is the General Partner of Karlin Holdings. Karlin Holdings is the Sole Member of Karlin Energy. Karlin Trust is the sole owner of Karlin Asset Management. Gary Karlin Michelson is the
Trustee of Karlin Trust and the sole director of Karlin Asset Management.
Each Reporting Person other than Karlin Energy may be deemed to beneficially own the Common Stock held directly by Karlin Energy, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that
any Reporting Person other than Karlin Energy is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any
tax purposes) and each of the Reporting Persons other than Karlin Energy expressly disclaims beneficial ownership of all shares of Common Stock held directly by Karlin Energy and any assertion or presumption that it and the other persons on whose
behalf this statement is filed constitute a “group”.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The information in Item 4 is incorporated herein by reference.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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August 25, 2023
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Date
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KARLIN ENERGY, LLC
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By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN ASSET MANAGEMENT, INC.
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN HOLDINGS LIMITED PARTNERSHIP
By: KARLIN ASSET MANAGEMENT, INC., its general partner
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GARY KARLIN MICHELSON MD LIVING TRUST DATED 10/1/1993
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/s/ Gary Karlin Michelson
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Signature
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Gary Karlin Michelson/Trustee
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Name/Title
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GARY KARLIN MICHELSON
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/s/ Gary Karlin Michelson
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Signature
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EXHIBIT INDEX
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Exhibit 99.1
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Joint Filing Agreement, dated as of August 25, 2023, by and among Karlin Energy, LLC, Karlin Asset Management, Inc., Karlin Holdings Limited Partnership, Gary Karlin Michelson MD Living Trust dated 10/1/1993 and Gary Karlin Michelson, as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe such information is inaccurate.
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August 25, 2023
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Date
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KARLIN ENERGY, LLC
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By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN ASSET MANAGEMENT, INC.
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN HOLDINGS LIMITED PARTNERSHIP
By: KARLIN ASSET MANAGEMENT, INC., its general partner
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GARY KARLIN MICHELSON MD LIVING TRUST DATED 10/1/1993
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/s/ Gary Karlin Michelson
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Signature
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Gary Karlin Michelson/Trustee
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Name/Title
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GARY KARLIN MICHELSON
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/s/ Gary Karlin Michelson
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Signature
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