NORTHERN OIL GAS INC
For the period ended Jun 30, 2024. Filed Jul 31, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Jul 31, 2024
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-04-30.
0001104485-24-000114
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-07-31.
0001104485-24-000147
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 8 current paragraphs.
6 unchanged; 1 reworded; 1 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC for the period ended December 31, 2023.
Added paragraphs (1)
Removed paragraphs (7)
Previous report
On November 9, 2023, we entered into a purchase and sale agreement (the “Purchase Agreement”) for the acquisition of certain oil and gas properties, interests and related assets in the Delaware Basin from a private seller (the “Seller”). On January 16, 2024, we completed the acquisition and issued to the Seller, as partial consideration under the Purchase Agreement, 107,657 shares of common stock (the “Acquisition Shares”).
Previous report
The Acquisition Shares were issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof to “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.
Previous report
On February 28, 2024, we entered into an exchange agreement (the “Exchange Agreement”) with the holders (the “Holders”) of certain outstanding warrants to purchase shares of our common stock. Pursuant to the Exchange Agreement, on March 5, 2024, we issued 656,297 shares of common stock (the “Exchange Shares”) to the Holders in exchange for the surrender and cancellation of warrants to purchase an aggregate of approximately 1,223,963 shares of our common stock with an exercise price of $26.3324 per share held by such Holders (the “Exchanged Warrants”). Neither we nor the Holders paid any cash consideration in the transaction. Upon closing of the Exchange Agreement, the Exchanged Warrants were cancelled in full. We have no warrants outstanding as of March 31, 2024.
Previous report
The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
Previous report
(1)Includes 71,548 shares surrendered by employees in satisfaction of tax withholding obligations in connection with the vesting of restricted stock awards.
Reworded paragraphs (1)
Previous wording
(2)In May 2022, the Company’s board of directors approved and the Company promptly announced a stock repurchase program to acquire up to $150 million of shares of our outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.
Current wording
(1)In May 2022, the Company’s board of directors approved and the Company promptly announced a stock repurchase program to acquire up to $150 million of shares of our outstanding common stock. In July 2024, the Company’s board of directors terminated the prior stock repurchase program, which was substantially depleted, and approved and promptly announced a new stock repurchase program to acquire up to $150 million of the Company’s outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.