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 10, 2023 (April 5, 2023)

Registrant’s telephone number, including area code: (817) 882-9192

                       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:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Energy Resources 12, L.P. is filing this report in accordance with Items 1.01, 1.02 and 9.01 of Form 8-K.

Item 1.01  Entry into a Material Definitive Agreement

On April 5, 2023, Energy Resources 12, L.P., a Delaware limited partnership (the “Partnership”), entered into a Purchase Agreement (the “Agreement”) with CFK Energy, LLC (“CFK”), Pope Energy Investors, LP (“Pope”), Glade M. Knight (“Knight”), David S. McKenney (“McKenney”), Regional Energy Incentives, LP (“Regional”), Energy 11 GP, LLC (“E11GP”), Energy 11, L.P. (“E11”), Energy Resources 12 GP, LLC (“ER12GP”), Regional Energy Investors, LP (the “Administrator”), Energy 11 Operating Company, LLC (“E11OC”), Energy Resources 12 Operating Company, LLC (“ER12OC”), PECM, LLC (“PECM”), GKOG, LLC (“GKOG”), DMOG, LLC (“DMOG”), Michael J. Mallick (“Mallick”) and Anthony F. Keating, III (“Keating”).

CFK and Pope, which are owned by Messrs. Keating and Mallick and their families, respectively, each owned 500 Class B Units in ER12GP, which serves as the sole general partner of the Partnership. The remaining interests in ER12GP are owned by GKOG and DMOG, which are owned by Messrs. Knight and McKenney and their families, respectively. Pursuant to the Agreement, CFK and Pope sold their interests in ER12GP to an affiliate of Knight and withdrew as members of ER12GP.

Administrator, the Partnership, E11OC, E11 and ER12OC are parties to an Administrative Services Agreement dated effective January 1, 2021 (the “Administrative Services Agreement”). Under the Administrative Services Agreement, Administrator had been providing certain administrative services to the Partnership, E11OC, E1 and ER12OC. Pursuant to the Agreement, the Administrative Services Agreement was terminated effective immediately, subject to a 60-day transition period to transition the services being provided by Administrator to Partnership management. Administrator is owned by entities that are controlled by Messrs. Keating and Mallick.

The Agreement contains releases among the parties and rights to indemnification.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated by reference herein.

Item 1.02  Termination of a Material Definitive Agreement

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

* Certain information has been omitted as private or confidential information that is not material pursuant to Item 601(b)(10)(iv) of Regulation S-K. We hereby undertake to furnish an unredacted copy upon request by the Securities and Exchange Commission.

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.