Battalion Oil Corp 2024年度报告

FORM10-K ANNUALREPORTPURSUANTTO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF1934 For the fiscal year endedDecember 31,2024Commission File Number:001-35467 Battalion Oil Corporation(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification Number) 820 Gessner Road,Suite 1100,Houston,TX77024(Address of principal executive offices)(832)538-0300(Registrant’s telephone number)Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered Common Stock par value$0.0001 NYSE American Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)has beensubject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of March27, 2025, there were16,456,563shares outstanding of registrant’s $.0001 par value common stock. The aggregate market valueof shares of common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed secondfiscal quarter (based on the closing price on June28, 2024 reported by the NYSE American) was approximately $13.0million. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities made under a plan confirmed by a court. Yes☒No☐ DOCUMENTS INCORPORATED BY REFERENCE Information required by Part III, Items 10, 11, 12, 13, and 14, is incorporated by reference to portions of the registrant’s definitive proxystatement for its 2025 annual meeting of stockholders which will be filed no later than 120 days after December 31, 2024. TABLE OF CONTENTS PART IITEM 1.Business7ITEM 1A.Risk factors21ITEM 1B.Unresolved staff comments37ITEM 1C.Cybersecurity37ITEM 2.Properties38ITEM 3.Legal proceedings38ITEM 4.Mine safety disclosures38PART IIITEM 5.Market for registrant’s common equity, related stockholder matters and issuerpurchases of equity securities39ITEM 6.Reserved39ITEM 7.Management’s discussion and analysis of financial condition and results ofoperations40ITEM 7A.Quantitative and qualitative disclosures about market risk53ITEM 8.Consolidated financial statements and supplementary data54ITEM 9.Changes in and disagreements with accountants on accounting and financialdisclosure98ITEM 9A.Controls and procedures98ITEM 9B.Other information98ITEM 9C.Disclosure Regarding Foreign Ju