0001104485FALSEFebruary 14, 20224350 Baker Road, Suite 400MinnetonkaMinnesota00011044852022-02-142022-02-14
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): February 14, 2022
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter) | | | | | | | | |
Delaware | 001-33999 | 95-3848122 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | |
4350 Baker Road, Suite 400 Minnetonka, Minnesota | 55343 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 476-9800
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 | | NOG | | NYSE American |
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 14, 2022, Northern Oil and Gas, Inc. (the “Company”) announced that the New York Stock Exchange (“NYSE”) has approved the transfer of the listing of the Company’s common stock, $0.001 par value per share (the “Common Stock”), from the NYSE American to the NYSE. Effective at the opening of trading on February 17, 2022, the Company’s Common Stock will cease trading on the NYSE American and will commence trading on the NYSE, remaining under the symbol “NOG.”
Item 8.01. Other Events.
On February 14, 2022, the Company issued a press release announcing the transfer of listing from the NYSE American to the NYSE.
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | Press release of Northern Oil and Gas, Inc., dated February 14, 2022. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in inline XBRL. |
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.
| | | | | |
| Date: February 14, 2022 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary |