SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: RAM Energy Resources, Inc. (Note: Metadata referenced "Battalion Oil Corp," but the filing text identifies the registrant as RAM Energy Resources, Inc.)
Filing Date: March 17, 2011
Reporting Period: Event date of March 17, 2011
Context: The Company entered into a material definitive agreement to establish an "at-the-market" equity distribution program.
Key Financial Metrics and Agreement Terms
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The financial data provided relates strictly to the terms of the new equity distribution agreement:
- Maximum Offering Size: Up to $25,000,000 in aggregate gross sales price of common stock.
- Facility Fee: $75,000 payable to the agent within ten days of execution.
- Commission Fee: 3% of the gross sales price of shares placed by the agent.
- Agent: Knight Capital Americas, L.P.
- Stock Par Value: $0.0001 per share.
Material Changes Versus Prior Period
The filing reports a new material event rather than a change in financial performance compared to a prior period. The material change is the execution of the Equity Distribution Agreement, which authorizes the Company to sell shares through the agent from time to time, subject to market conditions and the agent's discretion.
Guidance, Outlook, Risks, and Contingencies
Management Commentary: The Company has no obligation to sell shares under the agreement, and the agent has no obligation to purchase them. Both parties retain the right to reject offers in their sole discretion.
Conditions Precedent: The agent's obligations are subject to the absence of a material adverse change in the Company's business and the receipt of specific opinions and certificates from counsel, independent petroleum engineers, and auditors.
Risks and Contingencies:
- The agreement may be terminated by the agent at its discretion upon the occurrence of certain events.
- Indemnification provisions exist for both the Company and the Agent regarding liabilities arising from untrue statements or omissions in the registration statement.
Key Facts for Investor Verification
- Verify the Company's current cash position to assess the immediate impact of the $75,000 facility fee.
- Monitor future filings for actual share sales volumes and pricing under the $25,000,000 cap.
- Review the Company's shelf registration statement (No. 333-164346) for details on the authorized shares.
- Confirm whether any material adverse changes have occurred that might trigger the termination of the agent's obligations.