Tri-Valley Corporation (NYSE Amex: TIV) (the “Company”) today announced an update regarding its S-3 eligibility status.
The Company has recently been advised that it may have been required to file a Form 8-K under Item 5.02(b) on or before July 5, 2010, in order to report the re-assignment of the Tri-Valley Oil & Gas Co. (“TVOG”) presidency position from Mr. Joseph R. Kandle to Mr. Maston N. Cunningham, which was announced in a news release on June 29, 2010. The Company has also recently been advised that it may have been required to file a Form 8-K under Item 5.02(b) on or before November 26, 2010, in order to report Mr. Kandle’s retirement, effective April 1, 2011, from all positions with the Company, including as Senior Vice President of Corporate Development.
Not filing a Form 8-K timely to report the re-assignment of Mr. Kandle’s role as president of TVOG may have resulted in the Company losing its S-3 eligibility on July 6, 2010. However, even if the Company did lose its S-3 eligibility on July 6, 2010, the Company believes it was nonetheless eligible to continue using its already effective Registration Statement on Form S-3 (No. 333-163442) (the “Registration Statement”) for the offer and sale of securities until it filed its Annual Report on Form 10-K for the fiscal year ended on December 31, 2011 (the “2010 Form 10-K”). The filing date of the 2010 Form 10-K appears to be the date on which the Company was required, in accordance with applicable interpretive guidance of the Securities and Exchange Commission (the “Commission”), to reassess its S-3 eligibility.
As previously reported, on February 3, 2011, the Company commenced an at-the-market (“ATM”) equity offering program under the Registration Statement. Since March 22, 2011 (the filing date of the Company’s 2010 Form 10-K), the Company sold an aggregate of 2,471,190 shares of common stock (the “ATM Shares”) under the Registration Statement, resulting in gross proceeds of $1,269,731, at per share prices ranging from $0.50 to $0.56.