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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
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Date of Report (Date of earliest event reported):
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October 22, 2021
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Tellurian Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-5507
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06-0842255
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1201 Louisiana Street, Suite 3100, Houston, TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(832) 962-4000
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(Former name or former address, if changed
since last report)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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TELL
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Nasdaq Capital Market
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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. ¨
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On October 22, 2021,
Tellurian Inc. (the “Company”) determined to list its common stock on the NYSE American exchange under its current
symbol “TELL”. The Company expects that the common stock will begin trading on the NYSE American on November 2, 2021.
Also on October 22, 2021,
the Company informed the Nasdaq Stock Market that it intends to transfer the listing of the common stock to the NYSE American. The Company’s
common stock will continue to trade on the Nasdaq Capital Market until market close on November 1, 2021.
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Item 7.01
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Regulation FD Disclosure.
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On October 22, 2021,
the Company issued a press release regarding the transfer of the listing of its common stock to the NYSE American. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth
in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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TELLURIAN INC.
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By:
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/s/ L. Kian Granmayeh
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Name:
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L. Kian Granmayeh
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Title:
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Executive Vice President and Chief Financial Officer
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Date: October 22, 2021
Exhibit 99.1
NEWS RELEASE – 3:05 pm Central, 22 October 2021
Tellurian transfers TELL listing to the NYSE
American
HOUSTON,
Texas – (BUSINESS WIRE) October 22, 2021 -- Tellurian Inc. (Tellurian) announced today it will transfer the listing of its common
stock from the Nasdaq Capital Market to the NYSE American.
Executive
Chairman Charif Souki said, “Global natural gas shortages and recent history-making prices indicate the pressing need for additional
liquefaction export capacity in the United States. Tellurian is poised to contribute to America’s status as an energy superpower,
having achieved both regulatory permits and commercial success for Driftwood LNG phase one development. We have turned our focus to putting
together a world class banking group and have started site preparation, in advance of giving our partner Bechtel notice to proceed with
construction expected first quarter 2022. Transferring our stock listing to the NYSE American allows us to leverage the exchange’s
prestigious trading platform for our shareholders’ benefit.”
“We’re excited to welcome Tellurian
as it transfers to NYSE American and joins our community of innovators and disruptors,” said John Tuttle, Vice Chairman and Chief
Commercial Officer, NYSE Group. “We look forward to working with Tellurian as it supplies the world with a reliable, clean energy
supply.”
Tellurian
expects its common stock to begin trading on the NYSE American on November 2, 2021 and will remain under the current symbol “TELL”.
Trading of the common stock on its current platform is expected to continue until the close of business on November 1, 2021.
About Tellurian Inc.
Tellurian intends to create value for shareholders
by building a low-cost, global natural gas business, profitably delivering natural gas to customers worldwide. Tellurian is developing
a portfolio of natural gas production, LNG marketing and trading, and infrastructure that includes an ~ 27.6 mtpa LNG export facility
and an associated pipeline. Tellurian is based in Houston, Texas.
For more information, please visit www.tellurianinc.com.
Follow us on Twitter at twitter.com/TellurianLNG
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements
within the meaning of U.S. federal securities laws. The words “anticipate,” “assume,” “believe,”
“budget,” “estimate,” “expect,” “forecast,” “initial,” “intend,”
“may,” “plan,” “potential,” “project,” “proposed,” “should,”
“will,” “would,” and similar expressions are intended to identify forward-looking statements. Forward-looking
statements herein relate to, among other things, the capacity, timing, and other aspects of the Driftwood project, the transfer of listing
of the common stock, including the dates on which trading will end on Nasdaq and begin on the NYSE American, the timing of a notice to
proceed with construction of the Driftwood project, and shareholder value. These statements involve a number of known and unknown risks,
which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks
include the matters discussed in Item 1A of Part I of the Annual Report on Form 10-K of Tellurian for the fiscal year ended December
31, 2020 filed by Tellurian with the Securities and Exchange Commission (the SEC) on February 24, 2021, and other Tellurian filings
with the SEC, all of which are incorporated by reference herein. The forward-looking statements in this press release speak as of the
date of this release. Although Tellurian may from time to time voluntarily update its prior forward-looking statements, it disclaims
any commitment to do so except as required by securities laws.
1201 Louisiana Street Suite
3100 | Houston, TX 77002 | TEL + 1 832 962 4000 | www.tellurianinc.com
Contact
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Media:
Joi Lecznar
EVP Public and Government Affairs
Phone +1.832.962.4044
joi.lecznar@tellurianinc.com
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Investors:
Matt Phillips
Vice President, Investor Relations
Phone +1.832.320.9331
matthew.phillips@tellurianinc.com
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1201 Louisiana Street Suite
3100 | Houston, TX 77002 | TEL + 1 832 962 4000 | www.tellurianinc.com