Royale Energy, Inc.
For the period ended Dec 31, 2024. Filed Apr 9, 2025.
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FY2024 · Filed Apr 9, 2025
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Item 15. Exhibits and Financial Statement Schedules
The agreements included as exhibits to this report are included to provide information about their terms and not to provide any other factual or disclosure information about Royale or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that were made solely for the benefit of the other parties to the respective agreement, and:
| ● | should not be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate; |
| ● | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| ● | may apply standards of materiality in a way that is different from the way investors may view materiality; and |
| ● | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Financial Statements. See Index to Financial Statements, page F-1
Schedules. None.
Exhibits. Certain of the exhibits listed in the following index are incorporated by reference.
| 3.1* | Certificate of Incorporation of Royale Energy, Inc. (formerly Royale Energy Holdings, Inc.) filed with the Secretary of State of Delaware on November 22, 2016. |
| 3.2 | Amendment to the Certificate of Incorporation of Royale Energy, Inc., a Delaware corporation, dated February 28th, 2018 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2018.) |
| 3.3* | Bylaws of Royale Energy, Inc. |
| 4.1 | Royale Energy Holdings, Inc., Certificate of Designation of Series B 3.5% Redeemable Convertible Preferred Stock, filed with the Delaware Secretary of State on February 27, 2018, filed as Exhibit 2.5 to the Company’s Form 8-A, filed March 8, 2018 |
| 10.17† | Royale Energy, Inc., 2018 Equity Incentive Plan, filed as Exhibit 99.1 to the Company’s Form S-8 filed October 29, 2018 |
| 10.27† | Incentive Stock Option Agreement between the Company and Stephen M. Hosmer, filed as Exhibit 10.11 to the Company’s Form S-8 filed October 29, 2018 |
| 10.28 | Secured Term Loan Note dated February 9, 2024, filed as Exhibit 10.1 to the Company’s form 8-K filed on February 15, 2024 |
| 10.29 | Amendment to Secured Term Loan Note dated November 1, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024.) |
| 10.30 | Exchange Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.31 | Form of Series 2024 Senior Promissory Note, filed as Exhibit 10.2 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.32 | Stock Option Agreement, filed as Exhibit 10.3 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.33 | Release Agreement, filed as Exhibit 10.4 to the Company’s Form 8-K filed on October 17, 2024 |
| 21.1* | Subsidiaries of Registrant |
| 23.1* | Consent of Horne LLP |
| 23.3* | Consent of Netherland, Sewell & Associates, Inc. |
| 31.1* | Rule 13a-14(a), 115d-14(a) Certification |
| 31.2* | Rule 13a-14(a), 115d-14(a) Certification |
| 32.1* | Section 1350 Certification |
| 32.2* | Section 1350 Certification |
| 99.1* | Report of Netherland, Sewell & Associates, Inc. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| † | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Royale Energy, Inc. | |
| Date: April 8, 2025 | /s/ Johnny Jordan |
|---|---|
| Johnny Jordan | |
| Chief Executive Officer | |
| Date: April 8, 2025 | /s/ Ronald Lipnick |
| Ronald Lipnick | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: April 8, 2025 | /s/ John Sullivan |
|---|---|
| John Sullivan | |
| Chairman of the Board of Directors | |
| Date: April 8, 2025 | /s/ Jonathan Gregory |
| Jonathan Gregory | |
| Vice-Chair of the Board of Directors | |
| Date: April 8, 2025 | /s/ Chris Parada |
| Chris Parada | |
| Director | |
| Date: April 8, 2025 | /s/ Jeff Kerns |
| Jeff Kerns | |
| Director | |
| Date: April 8, 2025 | /s/ Stephen Hosmer |
| Stephen Hosmer | |
| Director |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 171) | F-2 |
|---|---|
| CONSOLIDATED BALANCE SHEETS | F-5 |
| CONSOLIDATED STATEMENTS OF OPERATIONS | F-7 |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT | F-8 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | F-9 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-10 |
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