UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On December 11, 2023, Gulfport Energy Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain stockholders of the Company listed in Schedule 2 thereto (the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”), relating to the offer and sale (the “Offering”) by the Selling Stockholders of 653,464 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), by the Selling Stockholders at a price to the Underwriter of $128.21 per share. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholders. The Offering closed on December 14, 2023.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of December 11, 2023, among the Company, certain stockholders of the Company named therein and J.P. Morgan Securities LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| GULFPORT ENERGY CORPORATION | ||
| Date: December 14, 2023 | By: | /s/ Michael Hodges |
| Name: | Michael Hodges | |
| Title: | Chief Financial Officer | |
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