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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: October 4, 2016
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
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CALIFORNIA
(State or other jurisdiction
of incorporation)
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001-32989
(Commission File Number)
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94-0787340
(IRS Employer Identification No.)
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1177 West Loop South, Suite 1825
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 968-7000
(Registrant’s telephone number, including area
code)
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(Former name or former address, if changed since last
report)
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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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X
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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⬜
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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
8.01 Other Events.
On October 4, 2016, Yuma Energy, Inc. (“Yuma”) posted
to its website, a slideshow presentation, which is attached hereto
as Exhibit 99.1. Yuma has determined that from time to
time it may make presentations to investors and others in the
investment banking community utilizing this slideshow, with
immaterial modifications. Furthermore, Yuma may make
these presentations to other parties in the normal course of
business which may include commercial banks, potential
institutional partners, acquisition candidates, asset sellers and
vendors. The information contained in the presentation
materials is summary information that is intended to be considered
in the context of Yuma’s filings with the Securities and
Exchange Commission (the “SEC”) and other public
announcements that it may make, by press release or otherwise, from
time to time.
Forward-Looking Statements
This report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Statements that are not strictly historical statements constitute
forward-looking statements and may often, but not always, be
identified by the use of such words such as “expects,”
“believes,” “intends,”
“anticipates,” “plans,”
“estimates,” “potential,”
“possible,” or “probable” or statements
that certain actions, events or results “may,”
“will,” “should,” or “could” be
taken, occur or be achieved. The forward-looking statements include
statements about future operations, estimates of reserve and
production volumes, and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current
expectations and assumptions and analyses made by Yuma and Davis
Petroleum Acquisition Corp. (“Davis”) in light of
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors
appropriate under the circumstances. However, whether actual
results and developments will conform with expectations is subject
to a number of risks and uncertainties, including but not limited
to: the possibility that the companies may be unable to
obtain stockholder approval or satisfy the other conditions to
closing; the possibility that the combined company may be unable to
obtain an acceptable reserve-based credit facility; that problems
may arise in the integration of the businesses of the two
companies; that the acquisition may involve unexpected costs; the
risks of the oil and gas industry (for example, operational risks
in exploring for, developing and producing crude oil and natural
gas); risks and uncertainties involving geology of oil and gas
deposits; the uncertainty of reserve estimates; revisions to
reserve estimates as a result of changes in commodity prices; the
uncertainty of estimates and projections relating to future
production, costs and expenses; potential delays or changes in
plans with respect to exploration or development projects or
capital expenditures; health, safety and environmental risks and
risks related to weather; further declines in oil and gas prices;
inability of management to execute its plans to meet its goals,
shortages of drilling equipment, oil field personnel and services,
unavailability of gathering systems, pipelines and processing
facilities and the possibility that government policies may
change. Yuma’s annual report on Form 10-K/A for
the year ended December 31, 2015, quarterly reports on Form 10-Q,
recent current reports on Form 8-K, and other SEC filings discuss
some of the important risk factors identified that may affect its
business, results of operations, and financial condition. Yuma and
Davis undertake no obligation to revise or update publicly any
forward-looking statements, except as required by law.
Additional Information about the Transaction
In connection with the proposed reincorporation and merger, Yuma
Delaware Merger Subsidiary, Inc. (“Yuma Delaware”) has
filed with the SEC, and the SEC declared effective on September 22,
2016, a registration statement on Form S-4, that includes a joint
proxy statement/prospectus which provides details of the proposed
reincorporation and merger, and the attendant benefits and
risks.
This report is not a substitute for the joint proxy
statement/prospectus or any other document that Yuma or Yuma
Delaware may file with the SEC or send to their shareholders in
connection with the proposed reincorporation and
merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS LATER
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
joint proxy statement/prospectus and other relevant documents filed
by Yuma and Yuma Delaware with the SEC at the SEC’s website
at www.sec.gov. You may also obtain these documents by contacting
Yuma at Yuma Energy, Inc., Attention: Investor Relations, 1177 West
Loop South, Suite 1825, Houston, Texas 77027, (713)
968-7000.
Participants in Solicitation
Yuma and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders
of Yuma in respect of the proposed
transaction. Information regarding Yuma’s
directors and executive officers is available in the joint proxy
statement/prospectus and other relevant materials that may be later
filed with the SEC if and when they become available. Investors
should read the joint proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from Yuma using the sources indicated
above.
This communication shall not constitute an offer to sell or the
solicitation of any offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the Securities
Act.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibit is included with this Current Report on Form
8-K:
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Exhibit
No.
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Description
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Slideshow
Presentation dated October 2016.
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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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YUMA ENERGY, INC.
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By:
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/s/ Sam
L. Banks
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Name:
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Sam L.
Banks
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Date:
October 4, 2016
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Title:
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Slideshow
Presentation dated October 2016.
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