424B3 1 batl-20260402x424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-294534

PROSPECTUS

Resale of Up To 2,727,273 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling securityholder named in this prospectus or its permitted transferees (collectively, the “Selling Securityholder”) of up to an aggregate of 2,727,273 shares of common stock of Battalion Oil Corporation (“we,” “our,” “us,” or the “Company”), a Delaware corporation, par value $0.0001 per share (“Common Stock”), which consists of (i) 1,800,000 shares of Common Stock issued by the Company at the closing of our private placement on March 3, 2026 and (ii) 927,273 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) issued by the Company at the closing of our private placement on March 3, 2026. The shares of Common Stock held by the Selling Securityholder and underlying the Pre-Funded Warrants held by the Selling Securityholder and registered by this prospectus are referred to herein as the “Registrable Securities.”

While we will not receive any proceeds from the sale of the Registrable Securities by the Selling Securityholder, we will receive proceeds from the exercise of any Pre-Funded Warrants for cash.

Additional details regarding the Selling Securityholder are set forth in this prospectus under “Selling Securityholders.”

We are registering the offer and sale by the Selling Securityholder of the Registrable Securities to satisfy certain registration rights granted in favor of the Selling Securityholder. Our registration of the Registrable Securities covered by this prospectus does not mean that the Selling Securityholder will offer or sell any of the Registrable Securities. The Selling Securityholder or its permitted transferees may offer, sell or distribute all or a portion of the Registrable Securities registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. See the section of this prospectus titled “Plan of Distribution” for more information about how the Selling Securityholder may sell the Registrable Securities. We will pay certain offering fees and expenses and fees in connection with the registration of the Registrable Securities and will not receive any of the proceeds from the sale of the Registrable Securities by the Selling Securityholder. See the section of this prospectus titled “Use of Proceeds” for more information. The Selling Securityholder will pay any discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the Registrable Securities.

Sales of the Registrable Securities by the Selling Securityholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Securityholder may sell Registrable Securities to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholder, the purchasers of the Registrable Securities, or both.

The sale of the Registrable Securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Our shares of Common Stock are listed on the NYSE American exchange under the symbol “BATL”.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Investing in our securities involves risks. You should consider the risk factors referred to in the section entitled “Risk Factors” on page 9 of this prospectus and in any prospectus supplement hereto, as well as documents we file with the Securities and Exchange Commission that are incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 2, 2026.


About This Prospectus	1
Where You Can Find More Information	2
Cautionary Statement Regarding Forward-Looking Statements	3
PROSPECTUS SUMMARY	5
Risk Factors	9
Use Of Proceeds	10
Selling Securityholders	11
Plan Of Distribution	13
Legal Matters	16
Experts	16


Issuer	Battalion Oil Corporation
Common Stock offered by the Selling Securityholder	(i) 1,800,000 shares of Common Stock and (ii) 927,273 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants held by the Selling Securityholder.
Terms of the Offering	The Selling Securityholder will determine when and how it will sell the shares of Common Stock offered in this prospectus, as described in “Plan of Distribution.”
Use of Proceeds	We will not receive any proceeds from the sale of the Registrable Securities covered by this prospectus. We could receive an immaterial amount if all of the Pre-Funded Warrants are exercised for cash. We expect to use the net proceeds from the exercise of the Pre-Funded Warrants, if any, for general corporate purposes. See “Use of Proceeds.”
NYSE American Ticker Symbol	Our shares of Common Stock is listed on the NYSE American exchange under the symbol “BATL”.
Risk Factors	Any investment in the shares of Common Stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by reference.


	Before Offering			After Offering
Selling Securityholder	Number Beneficially Owned	Percentage of Shares Beneficially Owned⁽¹⁾	Maximum Number of Shares Offered	Number Beneficially Owned⁽²⁾	Percentage of Shares Beneficially Owned
Alyeska Master Fund, L.P.⁽³⁾	2,727,273	13.87%	2,727,273	–	–
Total	2,727,273	13.87%	2,727,273	–	–

SEC Form 424B3 filed by Battalion Oil Corporation