As filed with the Securities and Exchange Commission on August 8, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHX MINERALS INC.
(Exact name of registrant as specified in its charter)
Delaware | 73-10557755 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1320 South University Drive, Suite 720 Fort Worth, Texas 76107 |
(Address of Principal Executive Offices)(Zip Code) |
PHX MINERALS INC. AMENDED AND RESTATED 2021 LONG-TERM Incentive Plan
(Full title of the plan)
Chad L. Stephens
Chief Executive Officer
PHX Minerals Inc.
1320 South University Drive, Suite 720
Fort Worth, Texas 76107
(Name and address of agent for service)
(405) 948-1560
(Telephone number, including area code, of agent for service)
with a copy to:
J. Kirk Tucker |
Jackson Walker LLP |
1401 McKinney St., Suite 1900 |
Houston, Texas 77010 |
Phone: (713) 752-4389 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | |
Non-accelerated filer |
| Smaller reporting company |
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| 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by PHX Minerals Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s common stock, par value $0.01666 per share (the “Common Stock”), under the PHX Minerals Inc. Amended and Restated 2021 Long-Term Incentive Plan (the “Plan”). The amendment to increase the number of shares available for issuance under the Plan from 2,500,000 to 4,900,000 (the “Amendment”) was described in the Registrant’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2023, and was approved by the stockholders of the Registrant on March 6, 2023. This Registration Statement registers an aggregate of 2,400,000 additional shares of Common Stock available for issuance under the Plan as a result of the Amendment.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 of the Registrant filed with the Commission on December 13, 2021 (Registration No. 333-261627), as amended by Post-Effective Amendment to Form S-8 Registration Statement No. 1 filed with the Commission on April 7, 2022, including any filings incorporated therein, are incorporated herein by this reference to the extent not replaced hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Commission, are hereby incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the Commission on December 13, 2022;
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| (b) | The Registrant’s Transition Report on Form 10-Q for the transition period from October 1, 2022 to December 31, 2022, as filed with the Commission on February 8, 2023, the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Commission on May 9, 2023, and the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Commission on August 8, 2023; |
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| (c) | The Registrant’s Current Reports on Form 8-K (other than information furnished rather than filed) filed with the Commission on January 5, 2023, February 1, 2023 and March 8, 2023; and
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| (d) | The description of the Registrant’s Common Stock set forth in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K12B, filed with the Commission on April 5, 2022, including any amendments or reports the Registrant files for purposes of updating that description. |
In addition, all reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The statements required to be so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing provisions of this Item 3, no document or report, or portion of or exhibit to a document or report, that is “furnished” to (rather than “filed” with) the Commission shall be incorporated or deemed to be incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index below, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Worth, Texas, on August 8, 2023.
PHX MINERALS INC. | |||
By: | /s/ Chad L. Stephens | ||
Chad L. Stephens Chief Executive Officer (Principal Executive Officer) | |||
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Chad L. Stephens and Ralph D’Amico, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments and amendments thereto, and any subsequent registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Chad L. Stephens | President, Chief Executive Officer and Director (principal executive officer) | August 8, 2023 | ||
Chad L. Stephens |
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/s/ Ralph D’Amico | Senior Vice President and Chief Financial Officer (principal financial officer) | August 8, 2023 | ||
Ralph D’Amico |
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/s/ Chad D. True | Vice President of Accounting | August 8, 2023 | ||
Chad D. True | (principal accounting officer) |
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/s/ Mark T. Behrman | Non-Executive Chairman of the Board | August 8, 2023 | ||
Mark T. Behrman |
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/s/ Lee M. Canaan | Director | August 8, 2023 | ||
Lee M. Canaan
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/s/ Peter B. Delaney | Director | August 8, 2023 | ||
Peter B. Delaney |
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/s/ Steven L. Packebush | Director | August 8, 2023 | ||
Steven L. Packebush |
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/s/ John H. Pinkerton | Director | August 8, 2023 | ||
John H. Pinkerton |
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/s/ Glen A. Brown | Director | August 8, 2023 | ||
Glen A. Brown |
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EXHIBIT INDEX
Exhibit Number | Description |
2.1 | |
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4.1 | |
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4.2 | |
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5.1* |
10.1 |
23.1* |
23.2* | Consent of Cawley, Gillespie & Associates.
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23.3* |
24.1* | Power of Attorney (included on the signature page to this Registration Statement). |
107* |
* Filed herewith.