UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 9, 2017
LILIS ENERGY, INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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001-35330
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74-3231613
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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300 E. Sonterra Blvd, Suite #1220
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San Antonio, TX
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78258
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(Address of Principal Executive Offices)
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(Zip Code)
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(210) 999-5400
(Registrant’s telephone number,
including area code)
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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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On March 9, 2017, the Company entered into the first amendment
to each of Abraham Mirman, Chief Executive Officer, Ronald D. Ormand, Chairman of the Board and Ariella Fuchs, EVP, General Counsel
and Secretary, respective employment agreements (each an “Amendment”). The Amendments modify the definition of the
Measurement Date, which now extends through the Term, as defined in each employment agreement.
The foregoing description of the terms of each of the Amendments
with Mr. Mirman, Mr. Ormand and Ms. Fuchs is not complete and is subject in its entirety by reference to the terms of such Amendments,
a copy of which is attached as Exhibits 10.1, 10.2 and 10.3 hereto.
Item 7.01 Regulation FD Disclosure
On March 10, 2017, Lilis Energy, Inc. (the “Company”)
issued a press release announcing the approval of its application to relist its common stock on The NASDAQ Capital
Market. The Company expects the common stock will start trading under its existing symbol “LLEX” at the open of trading
on March 14. 2017. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety
herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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First Amendment to Employment Agreement with Abraham Mirman, dated as of March 9, 2017
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10.2
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First Amendment to Employment Agreement with Ronald D. Ormand, dated as of March 9, 2017
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10.3
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First Amendment to Employment Agreement with Ariella Fuchs, dated as of March 9, 2017
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99.1
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Press Release, dated March 10, 2017.
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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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Date: March 10, 2017
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LILIS ENERGY, INC.
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By:
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/s/ Joseph C. Daches
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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First Amendment to Employment Agreement with Abraham Mirman, dated as of March 9, 2017
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10.2
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First Amendment to Employment Agreement with Ronald D. Ormand, dated as of March 9, 2017
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10.3
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First Amendment to Employment Agreement with Ariella Fuchs, dated as of March 9, 2017
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99.1
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Press Release, dated March 10, 2017
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Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This First Amendment
to the Employment Agreement, dated as of July 5, 2016 (the “
Employment Agreement
”), dated as of March 9,
2017 (this “
Amendment
”), is by and among Lilis Energy, Inc., a Nevada corporation (the “
Company
”),
and Abraham Mirman (“
Executive
”).
WHEREAS, the parties
hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1.
Definitions
.
The definition of “Measurement Period” in Section 5.3 is amended and restated in its entirety to read as follows:
5.3
Cash Incentive Bonus
. Executive shall receive a lump-sum cash payment if and to
the extent that during the period between Effective Date and December 31, 2017 (the “
Measurement Period
”)
2.
Additional
Representations and Warranties
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This Amendment and the Merger Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective
terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors
generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3.
Governing
Law
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This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without
giving effect to the principles of conflicts of law thereof.
4.
Effect
on the Employment Agreement
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The Employment Agreement is not modified or amended other than as expressly indicated herein,
and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement,
as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment,
waiver or consent).
5.
Counterparts
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This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF,
Lilis and Executive have caused this Amendment to executed as of the date first written above.
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LILIS ENERGY, INC.
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By:
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/s/ General Merrill McPeak
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Name:
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General Merrill McPeak
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Title:
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Chairman of the Compensation
Committee
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EXECUTIVE
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By:
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/s/ Abraham Mirman
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Name:
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Abraham Mirman
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Title:
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Chief Executive Officer
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Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This First Amendment
to the Employment Agreement, dated as of July 5, 2016 (the “
Employment Agreement
”), dated as of March 9, 2017
(this “
Amendment
”), is by and among Lilis Energy, Inc., a Nevada corporation (the “
Company
”),
and Ronald D. Ormand (“
Executive
”).
WHEREAS, the parties
hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1.
Definitions
.
The definition of “Measurement Period” in Section 5.3 is amended and restated in its entirety to read as follows:
5.3
Cash Incentive Bonus
. Executive shall receive a lump-sum cash payment if and to
the extent that during the period between Effective Date and December 31, 2017 (the “
Measurement Period
”)
2.
Additional
Representations and Warranties
.
This Amendment and the Merger Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective
terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors
generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3.
Governing
Law
.
This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without
giving effect to the principles of conflicts of law thereof.
4.
Effect
on the Employment Agreement
.
The Employment Agreement is not modified or amended other than as expressly indicated herein,
and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement,
as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment,
waiver or consent).
5.
Counterparts
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This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF,
Lilis and Executive have caused this Amendment to executed as of the date first written above.
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LILIS ENERGY, INC.
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By:
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/s/ Abraham Mirman
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Name:
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Abraham Mirman
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Title:
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Chief Executive Officer
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EXECUTIVE
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By:
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/s/ Ronald D. Ormand
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Name:
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Ronald D. Ormand
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Title:
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Executive Chairman of the Board
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Exhibit 10.3
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This First Amendment
to the Employment Agreement, dated as of July 5, 2016 (the “
Employment Agreement
”), dated as of March 9, 2017
(this “
Amendment
”), is by and among Lilis Energy, Inc., a Nevada corporation (the “
Company
”),
and Ariella Fuchs (“
Executive
”).
WHEREAS, the parties
hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1.
Definitions
.
The definition of “Measurement Period” in Section 5.3 is amended and restated in its entirety to read as follows:
5.3
Cash Incentive Bonus
. Executive shall receive a lump-sum cash payment if and to
the extent that during the period between Effective Date and December 31, 2017 (the “
Measurement Period
”)
2.
Additional
Representations and Warranties
.
This Amendment and the Merger Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective
terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors
generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3.
Governing
Law
.
This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without
giving effect to the principles of conflicts of law thereof.
4.
Effect
on the Employment Agreement
.
The Employment Agreement is not modified or amended other than as expressly indicated herein,
and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement,
as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment,
waiver or consent).
5.
Counterparts
.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF,
Lilis and Executive have caused this Amendment to executed as of the date first written above.
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LILIS ENERGY, INC.
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By:
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/s/ Abraham Mirman
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Name:
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Abraham Mirman
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Title:
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Chief Executive Officer
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EXECUTIVE
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By:
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/s/ Ariella Fuchs
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Name:
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Ariella Fuchs
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Title:
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EVP, General Counsel and Secretary
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Exhibit 99.1
LLEX:OTCQB
LILIS ENERGY ANNOUNCES UPLISTING TO THE
NASDAQ CAPITAL MARKET
SAN ANTONIO, TEXAS – March
10, 2017 –
Lilis Energy, Inc. (OTCQB: LLEX) today
announced that its common stock has been
approved to begin trading on The Nasdaq Capital Market (“NASDAQ”). The Company expects its common stock will continue
trading under its existing symbol “LLEX” at the open of trading on March 14, 2017.
“Our listing on NASDAQ is a major
corporate milestone for our company and a testament to the significant turnaround we have made over the past year," stated
Avi Mirman, CEO. "We believe that listing on NASDAQ will help broaden our shareholder base, increase our appeal to institutional
investors, provide us with better liquidity, and ultimately contribute to increasing shareholder value. We look forward to our
uplisting and are excited about the next chapter of our company’s development.”
About Lilis Energy, Inc.
Lilis Energy,
Inc. is a San Antonio-based independent oil and gas exploration and production company that operates in the Permian’s Delaware
Basin and in the Denver-Julesburg (DJ) Basin, considered amongst the leading resource plays in North America. Lilis Energy’s
primary business objective is to increase our Delaware Basin leasehold position, reserves, production and cash flows at attractive
rates of return on invested capital in order to enhance shareholder value. For more information, please contact CORE IR: (516)
222-2560 or visit
www.lilisenergy.com
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Contact:
Investor Relations
Core IR
David Boral
Managing Director
516 222 2560
Media Relations
Wobbe Ploegsma
V.P. Investor
Relations & Capital Markets
210-999-5400 ext.
31