Battalion Oil Corp美股招股说明书(2026-05-05版)

Up to $150,000,000Common Stock_______________ We have entered into a sales agreement dated as of May 5, 2026(the “Sales Agreement”),with Roth Capital Partners, LLC as agent (“Roth”or the“Agent”)relating to the sale of shares of ourcommonstock,par value$0.0001 per share,offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of such Sales Agreement, we may offer andsell shares of our common stock having an aggregate offering price of up to $150,000,000 from time totime through the Agent, acting as our agent or principal. Our common stock is listed on the NYSEAmerican (“NYSE”) under the symbol “BATL.” OnApril29, 2026, the last reported sale price of our common stock on NYSE was $3.93 per share. Sales of our common stock, if any, under this prospectus supplement will be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the SecuritiesAct of 1933, as amended (the“Securities Act”).The Agent is not required to sell any specific amountof securities but will act as our sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices, on mutually agreed terms between the Agent and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Agent for sales of common stock sold pursuant to the SalesAgreement will be up to 3.00% of the gross proceeds of any shares of common stock sold under theSales Agreement. Inconnection with the sale of the common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of theAgent will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the Agent with respect to certain liabilities, including liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the“Exchange Act”). An investment in our common stock involves significant risks. These risks are describedunder “Risk Factors” beginning on page S-4 of this prospectus supplement and under similarheadings in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Roth Capital Partners The date of this prospectus supplement is May 5, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementS-iiCautionary Statement Regarding Forward-Looking StatementsS-iiiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-4Use of ProceedsS-6DilutionS-7Dividend PolicyS-8Plan of DistributionS-9Legal MattersS-11ExpertsS-12Where You Can Find More informationS-13Incorporation By ReferenceS-14PROSPECTUSAbout This Prospectus1Where You Can Find More Information2Cautionary Statement Regarding Forward-Looking Statements3Prospectus Summary5Risk Factors9Use Of Proceeds10Selling Securityholders11Plan Of Distribution13Description of Capital Stock18Description of Depositary Shares23Description of Warrants24Description of Purchase Contracts26Description of Units27Legal Matters29Experts29 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which containsspecific information about the terms on which we are offering and selling our common stock and alsoaddsto and updates information contained in the accompanying prospectus and documentsincorporated by reference herein and therein. Under this prospectus supplement and the accompanyingprospectus, we may offer and sell shares of our common stock having an aggregate offering price of upto $150,000,000 from time to time through the Agent at prices and on terms to be determined bymarket conditions at the time of the offering. The second part is the accompanying prospectus, whichcontains and incorporates by reference more general information, some of which may not apply to thisoffering. This prospectus supplement and the accompanying prospectus are part of a registrationstatement on FormS-3 that we filed with the Securities and Exchange Commission (the “SEC”)usinga“shelf”registration process. We urge you to carefully read this prospectus supplement,theinformation incorporated by reference, the accompanying prospectus, and any free writing prospectusthat we authorize to be distributed to you before buying any of the securities being offered under thisprospectus supplement. This prospectus supplement may supplement, update or change informationcontained in the accompanying prospectus. To the extent that any statement that we make in thisprospectus supplement is inconsistent with statements made in the accompanying prospectus or anydocuments incor