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
Date of Report (Date of earliest event reported):
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 | Other Events. |
Registered Direct Institutional Entitlement Offer
As previously disclosed in a current report on Form 8-K, on April 14, 2026, Tamboran Resources Corporation (the “Company”) closed a portion of its previously disclosed registered direct institutional entitlement offering. On April 15, 2026, the Company closed the remainder of the registered direct institutional entitlement offering, resulting in the issuance and sale of an additional 96,698 shares of common stock (the “RDO Shares”).
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the RDO Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Latham & Watkins LLP (RDO Shares) | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 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.
| TAMBORAN RESOURCES CORPORATION | ||||||
| Date: April 15, 2026 | By: | /s/ Eric Dyer | ||||
| Eric Dyer Chief Financial Officer | ||||||
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