EON Resources Inc. filed Amendment No. 1 to its Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 27, 2026, covering the resale of up to 30,906,300 shares of Class A Common Stock by named selling securityholders.

Key Highlights

  • Total shares registered: Up to 30,906,300 shares of Class A Common Stock are covered by this prospectus, according to the filing.
  • ELOC facility: Up to 20,000,000 shares may be issued and sold to White Lion Capital, LLC under the Common Stock Purchase Agreement through December 31, 2026, at the company's sole discretion.
  • Assumed gross proceeds: Based on an assumed purchase price of $0.3936 per share (96% of the $0.41 closing price on October 22, 2026), the sale of all 20,000,000 ELOC Shares would result in gross proceeds of approximately $7.9 million.
  • Outstanding shares: As of June 30, 2026, there were 55,424,861 shares of Class A Common Stock outstanding, the filing reported.
  • Potential dilution: If all 26,940,000 shares issuable to White Lion were issued, they would represent approximately 32.7% of outstanding Class A Common Stock after giving effect to such issuances, based on shares outstanding as of June 30, 2026.
  • Listing: Class A Common Stock is listed on NYSE American under the symbol "EONR" and Public Warrants under "EONR WS," with a last reported sale price of $0.41 and $0.08, respectively, on October 22, 2026.
  • Note conversions: Up to 6,940,000 shares may be issued upon conversion of certain promissory notes, including a $300,000 note and $1,250,000 in aggregate principal amount of notes originally issued between November 2024 and May 2025.

EON Resources S-1 Amendment: Share Categories, White Lion Facility, and Dilution Terms

EON Resources Inc. (NYSE American:EONR), a Delaware-incorporated oil and gas company headquartered at 3730 Kirby Drive, Suite 1200, Houston, TX, filed Amendment No. 1 to its Form S-1 registration statement (Registration No. 333-289191) on October 27, 2026. The filing registers the offer and resale of up to 30,906,300 shares of Class A Common Stock by selling securityholders. According to the filing, the company states it is "registering the offer and sale of the Resale Securities to satisfy certain registration rights we have granted."

The filing identifies nine categories of shares covered by the prospectus. These include 2,000,000 shares previously issued to FK Venture LLC in connection with South Justis Field Assets and a Master Services Agreement; 326,300 shares issued to Howie Energy Holdings, LLC for services; 45,000 shares issued to Windspeaker Limited for services; 80,000 shares issued to IB Capital LLC for forgiveness of certain indebtedness; 1,500,000 shares issued to Pogo Royalty LLC; and 15,000 shares issued to Saquish Head Capital Partners, LLC for services. The filing also covers up to 1,940,000 shares issuable to White Lion upon conversion of a $300,000 convertible promissory note issued under a Note Purchase Agreement dated July 11, 2025, as amended August 14, 2026, and up to 5,000,000 shares upon conversion of $1,250,000 in notes that White Lion purchased from certain investors, including the company's CFO and a board member, in private sales transactions.

The filing discloses that the purchase price White Lion pays for ELOC Shares "will equal 96% of the lowest daily volume-weighted average price of Class A Common Stock during a period of two consecutive trading days following the applicable Notice Date." The company notes that the assumed gross proceeds of approximately $7.9 million from the 20,000,000 ELOC Shares would be "substantially less than the approximately $138.9 million in remaining commitment under the Common Stock Purchase Agreement." The company's right to sell shares to White Lion under the agreement expires December 31, 2026. The filing further states that "White Lion is an underwriter within the meaning of Section 2(a)(11) of the Securities Act with respect to the ELOC Shares."

What Was Disclosed

EON Resources filed Amendment No. 1 to its Form S-1 on October 27, 2026, registering up to 30,906,300 resale shares of Class A Common Stock for named selling securityholders, including shares linked to asset purchases, services, debt conversions, and an equity line facility with White Lion Capital, LLC.