Battalion Oil Corporation filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

​

​

Registrant’s telephone number, including area code: (832) 538-0300

​

(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:

◻    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:

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. ◻
​

​

​

(a) Dismissal of Independent Registered Public Accounting Firm

On June 24, 2026, Battalion Oil Corporation (the “Company”) notified Deloitte & Touche LLP (“Deloitte”) that, following a competitive selection process conducted by the Audit Committee of the Board of Directors (the “Audit Committee”), the Company had dismissed Deloitte as the independent registered public accounting firm of the Company. The Audit Committee approved the dismissal.

The auditors’ reports of Deloitte regarding the Company’s financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and during the subsequent interim period from January 1, 2026 through June 24, 2026, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of such disagreement in its reports and (b) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Deloitte a copy of the above disclosures and requested Deloitte to furnish a letter to the Company addressed to the Securities and Exchange Commission stating whether or not Deloitte agrees with the statements made herein. The response of Deloitte is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On June 30, 2026, the Audit Committee approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026, which appointment BDO has accepted.

During the fiscal years ended December 31, 2025 and 2024 and during the subsequent interim period from January 1, 2026 through June 30, 2026, neither the Company nor anyone on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions), or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company did not have any disagreements with Deloitte and therefore did not discuss any past disagreements with BDO.

(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:

​

SIGNATURE

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

​

​

​