UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

~~June~~September 93, 2020

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33801	51-0424817
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Ridgmar Centre 6500 West Freeway, Suite 900 Fort Worth, Texas		76116
(Address of principal executive offices)		(Zip Code)

(817) 989-9000

(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 (see General Instruction A.2. below):


☐	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)

(Trading

Symbol(s))

(Name of each exchange on which registered)

* Approach Resources Inc.’s common stock previously traded on the NASDAQ Global Select Market under the symbol “AREX”. On November 12, 2019, Approach Resources Inc.’s common stock began trading on the OTC Pink marketplace. Deregistration under Section 12(b) of the Act became effective on March 17, 2020.

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 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on November 18, 2019, Approach Resources Inc. (“Approach,” the “Company,” the “Seller” or “we”) and all of its subsidiaries (the “Filing Subsidiaries and, together with Approach, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) under chapter 11 (“Chapter 11”), of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the “Chapter 11 Cases”).

As previously disclosed, onthe ~~February~~Debtors 4have considered, among other things, sales of all or substantially all of their assets pursuant to Section 363 of the Bankruptcy Code. In February 2020, the Company and certain of the Filing Subsidiaries ~~(collectively, the “Sellers”)~~ entered into an asset purchase agreement (the “Alpine APA”) with Alpine Energy Acquisitions, LLC (“Alpine”),; ~~an affiliate of Alpine Energy Capital~~however, ~~LLC~~also ~~(“Alpine~~as ~~Energy”~~previously ~~and~~disclosed, ~~together~~the ~~with~~ Alpine ~~and the Debtors, the “Parties”). Pursuant to the terms of the~~ APA, ~~the~~was ~~Company~~not ~~agreed~~consummated ~~to sell substantially all of the Debtors’ assets (the “Assets,”~~ and ~~such sale,~~ the ~~“Asset~~parties ~~Sale”)~~ultimately ~~for~~entered ~~approximately~~into ~~$192,500,000,~~a ~~subject~~Global toCompromise ~~certain~~Settlement ~~customary~~Agreement ~~purchase~~and ~~price~~Mutual ~~adjustments~~General asRelease ~~set forth in the APA~~ (the “~~Purchase~~Settlement ~~Price~~Agreement”). Inthat ~~addition,~~resulted ~~pursuant~~in to the ~~terms~~termination of the Alpine APA,. ~~Alpine~~The ~~deposited~~Settlement ~~$19.25~~Agreement ~~million~~was ~~into~~approved ~~escrow~~by (the ~~“Performance~~Court ~~Deposit”)~~ on ~~February~~July 62, 2020.

AsOn ~~previously~~September ~~disclosed~~3, ~~on March 26,~~ 2020, the Company ~~received,~~and ~~from~~certain ~~Alpine,~~of ~~written~~the ~~notice~~Filing Subsidiaries entered into an asset purchase agreement (the “~~Termination Notice~~APA”) ~~purporting~~with toZarvona ~~terminate~~III-A, ~~the~~L.P., ~~APA~~a ~~pursuant~~Delaware tolimited ~~Section~~partnership ~~13.1~~(c“Zarvona”) and an affiliate of Zarvona Energy LLC. Pursuant to the terms of the APA., ~~The~~the Company ~~vigorously~~has ~~disputed~~agreed ~~that~~to ~~Alpine~~sell ~~was~~substantially ~~entitled~~all toof ~~terminate~~the Debtors’ assets, (the ~~APA. The~~“Assets,” ~~Bankruptcy~~and ~~Court~~such ~~commenced~~sale, anthe ~~evidentiary~~“Asset ~~hearing~~Sale”) onfor ~~motions~~$115.5 million, ~~filed~~subject byto ~~the~~certain ~~Company~~customary ~~and~~purchase byprice ~~Alpine,~~adjustments ~~arising~~as ~~out~~set offorth in the ~~disputed~~APA ~~termination~~(the “Purchase Price”). ~~Prior~~ toSimultaneously with the ~~completion~~execution of the ~~hearing~~APA, onZarvona ~~June~~deposited 9,$11.55 ~~2020,~~million ~~the Parties entered~~ into aescrow, ~~Global~~and ~~Compromise~~upon ~~Settlement~~the ~~Agreement~~closing ~~and~~of ~~Mutual~~the ~~General~~transactions ~~Release~~contemplated (by the ~~“Settlement~~APA, ~~Agreement”)~~such todeposit ~~settle~~will ~~the~~be ~~outstanding~~released ~~disputes~~to ~~between~~ the ~~Sellers~~Seller and ~~Alpine~~credited ~~and~~against the ~~pending~~Purchase ~~motions~~Price. The ~~Settlement~~APA ~~Agreement~~ is subject to ~~approval by the Bankruptcy~~ Court. approval.

~~Under~~The ~~the~~foregoing ~~Settlement~~description ~~Agreement, which includes full mutual releases and provides for termination~~ of the APA, ~~Alpine~~does isnot ~~required~~purport to ~~cause to~~ be ~~paid~~complete toand ~~the~~is ~~Company~~qualified ~~(a)~~in ~~the~~its ~~total~~entirety ~~amount~~by ofreference to the ~~Performance Deposit~~APA, which ~~includes~~has ~~the~~been ~~principal~~filed ~~amount of $19,250,000.00, together~~ with ~~any~~the ~~investment~~Court ~~earnings or income thereon;~~ and ~~(b)~~is anattached ~~amount~~hereto ofas $Exhibit 2~~,875,000~~.001 ~~(collectively,~~and ~~the~~incorporated ~~“Settlement~~herein ~~Amount”). Upon receipt of the Settlement Amount~~ by ~~the Company, the mutual releases shall take effect and the APA shall terminate~~reference.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which has been filed with the Court and is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Information regarding the Chapter 11 Cases is available through the Company’s website under the Restructuring Information tab, which contains a link to the claims agent’s website, https://dm.epiq11.com/approachresources.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth below in Item 1.01 of this Report regarding the Settlement Agreement is incorporated herein by reference into this Item 1.02.

Item 1.03 Bankruptcy or Receivership.

The information set forth above in Item 1.01 of this Report regarding the Settlement Agreement is incorporated herein by reference into this Item 1.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description


Exhibit No.		Description
2.1*		Asset Purchase Agreement, between Approach Resources Inc. and Zarvona III-A, L.P., dated as of September 3, 2020

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

10.1* Global Compromise Settlement Agreement and Mutual General Release, dated June 9, 2020

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request. Pursuant to Item 601(a)(6) of Regulation S-K, certain information has been redacted or omitted and marked by brackets and asterisks.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Approach Resources Inc.

By:		/s/ Joshua E. Dazey
		Joshua E. Dazey
		Executive Vice President – Legal

Date: ~~June~~September 104, 2020

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