Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on November 19,
2019, Pacific Coast Oil Trust (the “Trust”) received written notification (the “Notice”) from the New York
Stock Exchange (“NYSE”) indicating that the Trust is not in compliance with the NYSE’s continued listing requirements
under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual because the Trust failed to
timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2019 (the “Third Quarter 2019 Form
10-Q”), which was due to be filed with the Securities and Exchange Commission (“SEC”) no later than November 18,
2019. As set forth in the Notice, under NYSE rules, the Trust would have six months from November 18, 2019 to file the Third Quarter
2019 Form 10-Q with the SEC, a period that the NYSE, in its sole discretion, may extend by up to an additional six months.
In addition to the Third Quarter 2019 Form
10-Q, the Trust also has been unable to file on a timely basis its Annual Report on Form 10-K for the year ended December
31, 2019 (the “2019 Form 10-K”) and its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “First
Quarter 2020 Form 10-Q”, and together with the Third Quarter 2019 Form 10-Q and the 2019 Form 10-K, the “Delayed Filings”).
As previously disclosed, the delays were the result of the resignation of PricewaterhouseCoopers LLP as the Trust’s independent
registered public accounting firm on October 4, 2019, and the subsequent search undertaken by The Bank of New York Mellon Trust
Company, N.A., the trustee of the Trust, for a suitable successor willing to serve as the Trust’s independent registered
public accounting firm. As previously disclosed, on March 2, 2020, the Trust engaged Pannell Kerr Forster of Texas, P.C. (“PKF”)
as the Trust’s independent registered public accounting firm. The Trust has informed the NYSE that it intends to file the
Third Quarter 2019 Form 10-Q and the 2019 Form 10-K with the SEC by the end of June 2020 and to file the First Quarter 2020 Form
10-Q with the SEC by the end of July 2020, in each case after PKF has completed its procedures with respect to the financial statements
of the Trust included in such report.
On May 14, 2020, the Trust received written
notification from the NYSE (the “Extension Notice”) extending the six-month cure period, which was due to expire on
May 18, 2020, until August 15, 2020, subject to reassessment on an ongoing basis. The Extension Notice also provides that the NYSE
may nevertheless commence delisting proceedings at any time prior to August 15, 2020 if the Trust is unable to file the Delayed
Filings on the timetable communicated to the NYSE. In addition, the Extension Notice provides that if the Trust does not file the
Delayed Filings and any subsequent delayed filings with the SEC by the end of the maximum 12-month cure period that expires on
November 19, 2020, the NYSE will move forward with the initiation of suspension and delisting procedures. Under NYSE rules, the
Trust’s units of beneficial interest will remain listed on the NYSE under the symbol “ROYT” with an “LF”
indicator to signify late filing status.
In addition, as previously disclosed, on
November 27, 2019, the Trust received written notification from the NYSE that the Trust no longer satisfied the continued listing
compliance standards set forth under Rule 802.01C of the NYSE Listed Company Manual because the average closing price of the Trust
units fell below $1.00 over a 30 consecutive trading-day period that ended November 25, 2019 (the “Minimum Price Requirement”).
If the Trust is unable to regain compliance with the applicable standards within a six-month cure period, the NYSE will commence
suspension and delisting procedures. During the
cure period, the Trust units will continue to trade on the NYSE, subject to compliance with other continued listing requirements.
On April 23, 2020, the NYSE notified the Trust that the NYSE had temporarily suspended such continued listing compliance
standards through June 30, 2020 in response to the effects of the COVID-19 pandemic, and that as a result the Trust’s cure
period with respect to the Minimum Price Requirement has been extended until August 5, 2020.
If
delisted by the NYSE, the Trust units may be transferred to the over-the-counter (“OTC”) market, a significantly more
limited market than the NYSE, which could affect the market price, trading volume, liquidity and resale price of the units. Securities
that trade on the OTC markets also typically experience more volatility compared to securities that trade on a national securities
exchange.
No assurance can be given that the Trust
will be able to regain compliance with the aforementioned listing requirements or maintain compliance with the other continued
listing requirements set forth in the NYSE Listed Company Manual. If the Trust’s units of beneficial interest ultimately
were to be suspended from trading on, or delisted from, the NYSE for any reason, it could have adverse consequences including,
among others: lower demand and market price for the Trust’s units of beneficial interest; adverse publicity; and a reduced
interest in the Trust from investors, analysts and other market participants.
This Form 8-K contains forward-looking statements,
including all statements other than statements of historical fact. No assurances can be given that such statements will prove to
be correct. Whether the Trust will be able to regain compliance with the listing requirements described above or maintain compliance
with the other continued listing requirements set forth in the NYSE Listed Company Manual will be determined by factors outside
of the control of the Trust and the Trustee, including oil and gas commodity prices, actions of market participants, the economic
effects of the COVID-19 pandemic, and the risks described in the Trust's Annual Report on Form 10-K for the year ended December
31, 2018 filed with the SEC on March 8, 2019 and the Trust’s subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Statements made in this Form 8-K are qualified by the cautionary statements made in this Form 8-K. The Trust and the
Trustee do not intend, and assume no obligation, to update any of the statements included in this Form 8-K.