false 0001792849 0001792849 2023-01-23 2023-01-23 0001792849 hpk:CommonStockCustomMember 2023-01-23 2023-01-23 0001792849 hpk:WarrantCustomMember 2023-01-23 2023-01-23

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): January 23, 2023

HighPeak Energy, Inc.
(Exact name of registrant as specified in its charter)

Delaware | 333-235313 | 84-3533602
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102
(address of principal executive offices) (zip code)
(817) 850-9200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencements 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 |  | HPK |  | The Nasdaq Stock Market LLC
Warrant |  | HPKEW |  | The Nasdaq Stock Market LLC

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 2.02 | Results of Operation and Financial Condition.

The information set forth under Item 7.01 regarding the preliminary operational update for the fourth quarter of 2022, as disclosed in the investor presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is incorporated by reference as if fully set forth herein.
The information in this Item 2.02 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”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or 1933, as amended (the “Securities Act”), or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 7.01 | Regulation FD Disclosure.

On January 23, 2023, HighPeak Energy, Inc. (the “Company”) issued a press release announcing the intention of its Board of Directors to initiate a process to evaluate certain strategic alternatives to maximize shareholder value, including a potential sale of the Company. The Company has retained Credit Suisse Securities (USA) LLC and Wells Fargo Securities LLC as financial advisors and Vinson & Elkins L.L.P. as legal counsel to assist in the review process. The Company also provided guidance for 2023 and 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
In addition, on January 23, 2023, the Company posted an investor presentation on its website, www.highpeakenergy.com, on the Presentations page under the News & Events tab within the Investors tab. The presentation includes, among other things, certain preliminary operational updates for the fourth quarter of 2022. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 8.01 | Other Events.

As discussed under Item 7.01, the Company announced, on January 23, 2023, the intention of its Board of Directors to initiate a process to evaluate certain strategic alternatives to maximize shareholder value, including a potential sale of the Company. The Company has retained Credit Suisse Securities (USA) LLC and Wells Fargo Securities LLC as financial advisors and Vinson & Elkins L.L.P. as legal counsel to assist in the review process.
The Company has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that the review will result in any transaction or other strategic change or outcome. The Company does not intend to comment further until it determines that further disclosure is appropriate or necessary.

Item 9.01. | Financial Statements and Exhibits.

| (d) | Exhibits

Exhibit No. |  | Description
99.1 |  | Press Release dated January 23, 2023.
99.2 |  | Investor Presentation dated January 2023
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

| HIGHPEAK ENERGY, INC. |
Date: January 23, 2023 |  |  |
| By: | /s/ Steven W. Tholen |
| Name: | Steven W. Tholen |
| Title: | Chief Financial Officer |

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