BKV Files 8K - Regulation FD >BKV

BKV Corp. (BKV) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on December 03, 2025.

Underwriting Agreement

On December 1, 2025, BKV Corporation, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), providing for the offer and sale by the Company (the "Offering"), and the purchase by the Underwriters, of 6,000,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock"), at a price to the public of $26.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days to purchase up to an additional 900,000 shares of Common Stock on the same terms (the "Option"), which Option was exercised by the Underwriters in full on December 2, 2025.

The material terms of the Offering are described in the final prospectus supplement, dated December 1, 2025 (the "Prospectus"), and the accompanying base prospectus (collectively, the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") on December 3, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3, as amended (File No. 333-290676), which became effective on December 1, 2025 (the "Registration Statement").

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

On December 3, 2025, the Company completed the Offering, including the Underwriters' full exercise of the Option, and received proceeds (after discounts and commissions payable to the underwriters as well as the Company's expenses related to the Offering) from the Offering of approximately $170.3 million. As described in the Prospectus, the Company intends to use the net proceeds from the Offering, together with cash on hand, for the payment of the cash consideration of the purchase price in connection with Company's previously announced acquisition of a controlling interest in BKV-BPP Power, LLC (the "BKV-BPP Power Joint Venture Transaction") and related expenses. Pending the closing of the BKV-BPP Power Joint Venture Transaction, or in the event the closing of the BKV-BPP Power Joint Venture Transaction does not occur, the Company expects to use the proceeds of the Offering for general corporate purposes. The BKV-BPP Power Joint Venture Transaction is not contingent on the completion of the Offering.

As more fully described in the Prospectus, certain of the Underwriters and their affiliates have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company's debt or equity securities or loans, and may do so in the future.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the "Current Report") and incorporated into this Item 1.01 by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925118186/tm2532641d2_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925118186/0001104659-25-118186-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

BKV Corp. (BKV) filed a Form 8K - Other Events - with the U.S Securities and Exchange Commission on December 03, 2025.

In connection with the Offering, the Company is filing the opinion of Baker Botts L.L.P. as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925118186/tm2532641d2_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925118186/0001104659-25-118186-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

BKV Corp. (BKV) filed a Form 8K - Regulation FD Disclosure - with the U.S Securities and Exchange Commission on December 02, 2025.

On December 1, 2025, BKV Corporation (the "Company") issued a press release announcing the commencement of an underwritten public offering by the Company of 6,000,000 shares of its common stock (the "Equity Offering"). A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Also on December 1, 2025, the Company issued a press release announcing the pricing of the Equity Offering at a public offering price of $26.00 per share of its common stock. The Company has granted the underwriters a 30-day option to purchase up to an additional 900,000 shares from the Company at the public offering price, less underwriting discounts and commissions. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

This Current Report Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security, including the Company's common stock, nor a solicitation for an offer to purchase any security, including the Company's common stock.

The information furnished in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925117490/tm2532509d1_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1838406/000110465925117490/0001104659-25-117490-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.