Amendment: Epsilon Energy Ltd. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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INTRODUCTORY NOTE
On November 14, 2025, Epsilon Energy Ltd. (the “Company”) filed a Current Report on Form 8−K (the “Initial Form 8-K”) to report, among other things, the consummation of the transactions contemplated by the:
| ● | Membership Interest Purchase Agreement among the Company, its wholly owned subsidiary, Epsilon Energy USA, Inc. (“Epsilon USA”), Peak Exploration & Production, LLC (“Peak E&P”), the Sellers party thereto, and Yorktown Energy Partners XI, L.P. (as Sellers’ Representative); and |
| ● | Membership Interest Purchase Agreement among the Company, Epsilon USA, Yorktown Energy Partners XI, L.P. and Peak BLM Lease LLC (“Peak BLM”). |
This Amendment No. 1 (“Amendment No. 1”) to the Current Report on Form 8-K/A amends and supplements the Initial Form 8-K filed by the Company, and is being filed to provide the historical financial statements and the pro forma financial information required pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, respectively. In accordance with the requirements of Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, this Amendment No. 1 is being filed within 71 calendar days of the date that the Initial Form 8-K was required to be filed with respect to the above referenced transactions.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited historical financial statements and related notes thereto set forth under the caption “Index to Consolidated Financial Statements” on page F-1 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on October 10, 2025 are hereby incorporated by reference herein.
The unaudited consolidated financial statements of Peak E&P as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 are attached as Exhibit 99.1 to this Amendment No. 1.
The unaudited consolidated financial statements of Peak BLM as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 are attached as Exhibit 99.2 to this Amendment No. 1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information and related notes thereto as of September 30, 2025, with respect to the Company’s acquisitions of Peak E&P and Peak BLM are attached as Exhibit 99.3 to this Amendment No. 1.
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(d) Exhibits
Exhibit | |
Number | Description |
23.1* | |
23.2* | |
23.3* | |
99.1* | |
99.2* | |
99.3* | |
99.4 | |
99.5 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed or furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EPSILON ENERGY LTD. | ||
Date: January 13, 2026 | By: | /s/ J. Andrew Williamson |
J. Andrew Williamson | ||
Chief Financial Officer | ||
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