Amended Current Report Filing (8-k/a)
March 16 2022 - 8:14AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2022
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-35327 |
|
45-2069276 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
520 Broad Street
Newark, New Jersey |
|
07102 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (973) 438-3500
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)-2 of the Exchange Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
Class B common stock, par value $.01 per share |
|
GNE |
|
New York Stock Exchange |
|
|
|
|
|
Series 2012-A Preferred stock, par value $.01 per share |
|
GNE.PRA |
|
New York Stock Exchange |
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 2.02. Results of Operations and Financial
Condition.
On March 10, 2022, Genie Energy Ltd. (the “Company”) issued
a press release announcing results of its operations for the quarter and full year ended December 31, 2021 (the “Press Release”).
A copy of the Press Release was furnished as Exhibit 99.1 to a Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on March 10, 2022.
Subsequent to the issuance of the Press Release, the Company discovered a required adjustment that results in an increase in the provision
for income tax related to the discontinued operations of $1.6 million. The modification did not impact the results from continuing operations
for the Company, but did impact Income from Discontinued Operations, net of tax, and Net Income Attributable to the Company’s Common
Stockholders for the three and twelve months ended December 31, 2021. Additionally, the modification impacted Current Liabilities of
Discontinued Operations and Accumulated Deficit as of December 31, 2021.
Attached hereto as Exhibit 99.1 is an amended copy of the Press Release with the corrections, for the quarter and full year ended December
31, 2021.
All other information set forth in the Press Release, remains correct and unchanged; therefore, no other changes were made to the Press
Release. The Company is, substantially simultaneously herewith, filing its Annual Report on Form 10-K for the year ended December 31,
2021, which will reflect the corrections.
The Company is furnishing the information contained in this Report, including Exhibit 99.1 hereto,
pursuant to Item 2.02 of Form 8-K/A promulgated by the Securities and Exchange Commission (the “SEC”). This information shall
not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise
expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking
statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial
Statements and Exhibits
SIGNATURE
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.
|
GENIE ENERGY LTD. |
|
|
|
By: |
/s/ Michael Stein |
|
Name: |
Michael Stein |
|
Title: |
Chief Executive Officer |
Dated: March 16, 2022
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