Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on September 30, 2020, Lonestar Resources US Inc., a
Delaware corporation (the "Company"), and certain of its direct and indirect
wholly-owned subsidiaries filed voluntary petitions with the United States
Bankruptcy Court for the Southern District of Texas seeking relief under chapter
11 of title 11 of the United States Code. The chapter 11 cases are being
administered under the caption "In re: Lonestar Resources US Inc., et al.," Case
No. 20-34805 (DRJ) (the "Chapter 11 Cases").
On October 1, 2020, the Company received a letter from the
Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") that as a
result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101,
5110(b), and IM-5101-1, the staff of Nasdaq has determined that the Company's
securities will be suspended from trading on Nasdaq at the opening of business
on October 12, 2020, and a Form 25-NSE will be filed with the Securities and
Exchange Commission (the "SEC") on such date, which will remove the Company's
securities from listing and registration on Nasdaq.
As previously disclosed, on August 17, 2020, the Company received a letter
from the Listing Qualifications staff of Nasdaq notifying the Company that it
was no longer in compliance with the minimum stockholders' equity requirement
for continued listing on the Nasdaq Global Select Market in accordance with
Nasdaq Listing Rule 5450(b)(1)(A), an additional and separate basis for
delisting. As of August 17, 2020, the Company did not meet the alternative
compliance standards relating to the market value of publicly held shares and
the amount of total assets and total revenues. Additionally, as previously
disclosed, on April 20, 2020, Nasdaq previously notified the Company that it did
not meet the $1.00 minimum bid price for the last 30 consecutive business days
as required by Nasdaq Listing Rule 5450(a)(1).
The Company does not plan to appeal the Nasdaq staff's determination to delist
the Company's common stock. After the Company's common stock is delisted by
Nasdaq, the Company intends to apply for listing on the OTCQX tier of the OTC
Markets (the "OTCQX"). If the Company is successful in this listing, the Company
anticipates that it would occur upon the effectiveness of the Chapter 11 Cases.
There is no assurance that any market maker will decide to quote the Company's
common stock immediately following delisting by Nasdaq, or at all, and thus
there is no assurance that the Company's common stock will be eligible to trade
on the OTCQX. The transition to over-the-counter markets will not affect the
Company's business or reporting requirements under the rules of the SEC.
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