UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported) April 24, 2008
NORTHERN OIL AND GAS,
INC.
(Name of small
business issuer in its charter)
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Nevada
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000-33999
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95-3848122
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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315 Manitoba Avenue – Suite 200
Wayzata, Minnesota 55391
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55391
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (952) 476-9800
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANTS BUSINESS AND
OPERATIONS
Item 3.02 – Unregistered Sales of
Equity Securities.
On or about April 24, 2008 and April 25, 2008,
Northern Oil and Gas, Inc., a Nevada corporation (the “Company”) received gross
proceeds of approximately $9.8 million from the exercise of outstanding warrants
previously issued in connection with the Company’s September 2007 institutional
private placement. The warrants resulted in the issuance of an aggregate
of 2,071,817 shares of the Company’s common stock, par value $0.001. FIG
Partners, Energy Research and Capital Group acted as agent on the Company’s
behalf in facilitating the early exercise of the warrants for a $0.25 discount
off the $5.00 exercise price almost one year prior to their expiration date, and
received a commission equal to eight hundred seventy-five one thousandths of one
percent (0.875%) of the gross proceeds in connection with the warrant
exercises.
The Company believes that the issuance of the
shares upon exercise of the warrants was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2) and Regulation D, Rule 506. Parties exercising the warrants
were afforded an opportunity for effective access to files and records of the
Company that contained relevant information needed to make their investment
decisions in connection with the original issuance of the warrants and had
access to information regarding the Company’s business operations and financial
condition publicly-filed shortly prior to the warrant exercises, including the
Company’s financial statements and 1934 Act Reports. The Company
reasonably believes that each recipient, immediately prior to exercising the
warrants, had such knowledge and experience in its financial and business
matters that it was capable of evaluating the merits and risks of its
investment. Each recipient had the opportunity to speak with the Company’s
officers and directors prior to their investment decision.
The form of warrant exercised was included as
Exhibit 10.2 to the Company’s current report on Form 8-K filed with the
Securities and Exchange Commission on September 14, 2007.
SECTION 9 - FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 – Financial Statements and
Exhibits
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release dated April 28, 2008
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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.
NORTHERN OIL AND GAS,
INC.
Date: April 28,
2008
By /s/ Michael L.
Reger
Michael L. Reger, Chief Executive
Officer