UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report: (Date of Earliest Event Reported): April 14, 2021

PHX MINERALS INC.

(Exact name of registrant as specified in its charter)

(405) 948-1560

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address if changed since last report)

Securities registered pursuant in Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

On April 14, 2021, PHX Minerals Inc. (the “Company” or “Buyer”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Palmetto Investments Partners, LLC, Palmetto Investments Partners II, LLC and Crestwood Exploration Partners, LLC (the “Sellers”) to acquire certain mineral and royalty assets primarily located in Stephens, Carter, and Garvin Counties, Oklahoma, for aggregate consideration of $11,947,000, comprised of $9,547,000 in cash and $2,400,000 of common stock (the “Equity Consideration”) of the Company. The acquisition includes mineral and royalty assets totaling approximately 2,698 net royalty acres and 2,018 net mineral acres in the SCOOP play.  The purchase price under the Purchase Agreement is subject to customary adjustments, including adjustments based on due diligence. The closing of the acquisition is expected to occur in late April. The acquisition has an effective date of November 1, 2020.

The Purchase Agreement contains customary representations, warranties, covenants and indemnities by each of the applicable parties thereto. Pursuant to the Purchase Agreement, Buyer and Sellers agree that, upon closing, the Equity Consideration will be held in escrow to satisfy potential indemnification claims arising under the Purchase Agreement.  The parties’ obligations to close the acquisition is subject to certain closing conditions set forth in the Purchase Agreement. There can be no assurance that the conditions to closing the acquisition will be satisfied.  

The Purchase Agreement includes registration rights relating to the Equity Consideration pursuant to which the Company agrees to register with the Securities and Exchange Commission the shares constituting the Equity Consideration.  The Company agrees to file a resale registration statement and to use reasonable best efforts to cause such registration statement to be declared effective as promptly as possible after the filing thereof.  

The above description of the material terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto.

On April 15, 2021, the Company issued a press release announcing the Company’s entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

(d) Exhibits

* The Purchase and Sale Agreement contains schedules and exhibits that have been omitted pursuant to Item 601(b)

of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted exhibit or schedule to

the Securities and Exchange Commission upon request.

SIGNATURES

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.

PHX MINERALS INC.