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0001384195
2021-12-15
2021-12-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 15, 2021
(Date of earliest event reported)
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RING ENERGY, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-36057
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90-0406406
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1725 Hughes Landing Blvd. Suite 900
The
Woodlands, TX 77380
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(Address
of principal executive offices) (Zip Code)
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(281)
397-3699
(Registrant’s
telephone number, including area code)
Not Applicable.
(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, $0.001 par value
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REI
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NYSE American
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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. ¨
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As reported in Ring Energy, Inc.’s
(the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021,
the stockholders of the Company approved Articles of Amendment to the Articles of Incorporation, as amended, (the “Amendment”)
that changed the total number of shares that the Company is authorized to issue to 275,000,000 shares, of which 225,000,000 shares are
designated as common stock, par value $0.001 per share (an increase of 75,000,000 shares) and 50,000,000 shares of preferred stock, par
value $0.001 per share (which remained unchanged).
The Amendment was filed with
the Secretary of State of the State of Nevada on December 14, 2021 and was accepted and effective as of December 15, 2021.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed
as an exhibit attached hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits .
The following exhibits are
filed herewith:
SIGNATURE
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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RING ENERGY, INC.
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Date:
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December 17, 2021
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By:
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/s/ Travis T. Thomas
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Travis T. Thomas
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Chief Financial Officer
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Exhibit 3.1
ATTACHMENT TO
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION, AS AMENDED OF
RING ENERGY, INC.
Ring Energy, Inc. (the
“Corporation”), a corporation organized and existing under and by virtue of the provisions of Chapter 78 of Nevada Revised
Statutes:
DOES HEREBY CERTIFY:
That the Board of Directors
of the Corporation has duly adopted a resolution setting forth a proposed amendment to the existing Articles of Incorporation, as amended
February 6, 2013 (the “Articles of Incorporation”) and the stockholders of the Corporation have approved said amendment
to the Articles of Incorporation. This amendment amends the fourth article of the Articles of Incorporation in its entirety to read as
follows:
FOURTH
The corporation is authorized to issue
two classes of shares to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of
shares the corporation is authorized to issue is Two Hundred Seventy-Five Million (275,000,000). The number of shares of Common Stock
authorized is Two Hundred Twenty-Five Million (225,000,000) shares, par value $0.001 per share. The number of shares of Preferred Stock
authorized is Fifty Million (50,000,000) shares, par value $0.001.
a) Common
Stock. All rights accruing to the outstanding shares of the corporation not expressly provided for to the contrary herein or in the By-Laws
of the Corporation, or in any amendment hereto or thereto, shall be vested in the Common Stock.
b) Preferred
Stock. Except as otherwise provided herein or required by law, the Board of Directors is hereby vested with the authority to provide,
out of the unissued shares of Preferred Stock, for one or more classes or series of Preferred Stock and, with respect to each such class
or series, to prescribe the classes, series and the number of each class or series of Preferred Stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or series of Preferred Stock.
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Filed in the Office of
Secretary of State
State Of Nevada
Business Number
C20399-2004
Filing Number
20211960071
Filed On
12/14/2021 2:28:00 PM
Number of Pages
3
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