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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2025
EPSILON ENERGY LTD.
(Exact name of registrant as specified in charter)
Alberta, Canada |
001-38770 |
98-1476367 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
500 Dallas St., Suite 1250
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(281) 670-0002
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol(s) |
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Name of each exchange on which registered: |
Common Shares, no par value |
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EPSN |
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NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ 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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On August 11, 2025, Epsilon Energy Ltd. (the “Company”) and its wholly owned subsidiary, Epsilon Energy USA, Inc. (“Epsilon USA”), entered into a Membership Interest Purchase Agreement with Peak Exploration & Production, LLC, the Sellers party thereto, and Yorktown Energy Partners XI, L.P. (as Sellers’ Representative). Also, on August 11, 2025, the Company and Epsilon USA entered into a Membership Interest Purchase Agreement (the “Peak BLM Agreement”) with Yorktown Energy Partners XI, L.P. and Peak BLM Lease LLC. As previously reported, on November 14, 2025, the Company and the other parties thereto consummated the transactions contemplated by these agreements.
On November 20, 2025, the Company determined that the Resolution Date (as defined in the Peak BLM Agreement) has occurred and authorized the issuance of 2,234,847 additional Common Shares of the Company as contemplated by the Peak BLM Agreement. The issuance of these additional Common Shares was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On November 20, 2025, the Company issued a press release announcing the occurrence of the Resolution Date and the issuance of contingent shares as consideration for the transactions described in Item 3.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. The information in this section of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Number |
Description |
99.1* |
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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.
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EPSILON ENERGY LTD. |
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Date: November 20, 2025 |
By: |
/s/ J. Andrew Williamson |
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J. Andrew Williamson |
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Chief Financial Officer |
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Exhibit 99.1
News Release
EPSILON ANNOUNCES THE ISSUANCE OF CONTINGENT SHARES AS CONSIDERATION FOR THE ACQUISITION OF PEAK BLM LEASE LLC
Houston, Texas–November 20, 2025 – Epsilon Energy Ltd. (“Epsilon” or the “Company”) (NASDAQ: EPSN) today reported the issuance of common shares as consideration in connection with the acquisition of Peak BLM Lease LLC, which closed on November 14, 2025.
As contemplated by the membership interest purchase agreement for Peak BLM Lease LLC (“Purchase Agreement”), a copy of which was attached to the Company’s proxy statement filed with the Securities and Exchange Commission on October 10, 2025, the Company will issue up to 2,500,000 common shares if certain regulatory thresholds are met within a certain time period (the “Resolution Date”).
The Company’s board of directors determined that the Resolution Date has occurred.
After purchase price adjustments made in accordance with the provisions of the Purchase Agreement, the Company issued 2,234,847 common shares to Yorktown Energy Partners XI, LP.
There is no further consideration due under the Purchase Agreement.
About Epsilon
Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets across the Marcellus, Powder River, Permian, Western Canadian Sedimentary, and Anadarko basins.
Forward-Looking Statements
Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.
Contact Information:
281-670-0002
Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com
Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com