8-K: Current report
Published on January 22, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sales of Equity Securities |
As previously disclosed, on October 24, 2025, Tamboran Resources Corporation (the “Company”) entered into subscription agreements with certain investors (the “PIPE Investors”) for an aggregate commitment amount of approximately $32 million (the “PIPE Investment”), pursuant to which such investors agreed to purchase an aggregate of 1,524,377 shares of common stock of the Company, par value $0.001 per shares (“Common Stock”) at a price of $21.00 per share upon the satisfaction of certain conditions, including, as applicable to certain of the PIPE Investors, approval by the Company’s stockholders.
On January 13, 2026, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders considered and approved the sales to the PIPE Investors. Pursuant to the terms of the applicable subscription agreements, following the Special Meeting, on January 16, 2026, the PIPE Investment closed and the Company issued 1,524,377 shares of Common Stock.
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
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.
| TAMBORAN RESOURCES CORPORATION | ||||||
| Date: January 22, 2026 | By: | /s/ Eric Dyer | ||||
Eric Dyer Chief Financial Officer | ||||||