TENGASCO, INC. (NYSEMKT:TGC) Files An 8-K Material Modification to Rights of Security Holders

Effective March 17, 2017 the Board of Directors of Tengasco, Inc.
declared a dividend of one right (a Right) for each of the
Companys issued and outstanding shares of common stock, $0.001
par value per share (Common Stock). The dividend will be paid to
the stockholders of record at the close of business on March 27,
2017 (the Record Date). Each Right entitles the registered
holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-thousandth of a
share of the Companys Preferred Stock at a price of $1.10 (the
Exercise Price), subject to certain adjustments. The description
and terms of the Rights are set forth in the Rights Agreement
dated as of March 16, 2017 (the Rights Agreement) between the
Company and the Rights Agent, Continental Stock Transfer Trust
Company.

The purpose of the Rights Agreement is to reduce the risk that
the Companys ability to use its net operating losses to reduce
potential future federal income tax obligations would be limited
by reason of the Companys experiencing an ownership change, as
defined in Section 382 of the Internal Revenue Code.. A company
generally experiences an ownership change if the percentage of
its stock owned by its 5-percent shareholders, as defined in
Section 382 of the Tax Code, increases by more than 50 percentage
points over a rolling three-year period. The Rights Agreement is
designed to reduce the likelihood that the Company will
experience an ownership change under Section 382 of the Tax Code
by discouraging any person or group from becoming a 4.95%
shareholder and also discouraging any existing 4.95% (or more)
shareholder from acquiring additional shares of the Companys
stock.

The Rights will not be exercisable until the earlier to occur of
(i) a public announcement or filing that a person or group has,
become an Acquiring Person, which is defined as a person or group
of affiliated or associated persons or persons acting in concert
who, at any time after the date of the Rights Agreement, have
acquired, or obtained the right to acquire, beneficial ownership
of 4.95% or more of the Companys outstanding shares of Common
Stock; or a person or group currently owning 4.95% (or more) of
the Companys outstanding shares acquires additional shares of the
Companys stock; subject to certain exceptions or (ii) the
commencement of, or announcement of an intention to commence, a
tender offer or exchange offer the consummation of which would
result in any person becoming an Acquiring Person (the earlier of
such dates being called the Distribution Date).

With respect to certificates representing shares of Common Stock
outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates for shares of
Common Stock registered in the names of the holders thereof, and
not by separate Rights Certificates. With respect to book entry
shares of Common Stock outstanding as of the Record Date, until
the Distribution Date, the Rights will be evidenced by the
balances indicated in the book entry account system of the
transfer agent for the Common Stock. Until the earlier of the
Distribution Date (if one occurs) or the Expiration Date, as
described below, the transfer of any shares of Common Stock
outstanding on the Record Date will also constitute the transfer
of the Rights associated with such shares of Common Stock. As
soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (Right Certificates) will be
mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date, and such Right Certificates
alone will evidence the Rights. The Rights, which are not
exercisable until the Distribution Date, will expire prior to the
earliest of (i) March 16, 2020 or such later day as may be
established by the Board prior to the expiration of the Rights,
provided that the extension is submitted to the Companys
stockholders for ratification at the next annual meeting of
stockholders of the Company succeeding such extension; (ii) the
time at which the Rights are redeemed to the Rights Agreement;
(iii) the time at which the Rights are exchanged to the Rights
Agreement; (iv) the time at which the Rights are terminated upon
the occurrence of certain events;(v) the close of business on the
first day after the Companys 2017 annual meeting of stockholders,
if approval by the stockholders of the Company of the Rights
Agreement has not been obtained at such meeting; (vi) the close
of business on the effective date of the repeal of Section 382 of
the Tax Code, if the Board determines that the Rights Agreement
is no longer necessary or desirable for the preservation of Tax
Benefits; (vii) the close of business on the first day of a
taxable year of the Company to which the Board determines that no
Tax Benefits are available to be carried forward; and (viii) the
Close of Business on the first day after the Board of Directors
determines by resolution in its business judgment that the
Agreement is no longer necessary or appropriate (the earliest of
(i) (viii) being herein referred to as the Expiration Date).

If issued, each share of Preferred Stock will be entitled, when,
as and if declared, to a preferential per share quarterly
dividend payment equal to the greater of (i) $1.00 per share or
(ii) an amount equal to 1,000 times the dividend declared per
share of Common Stock. Each share of Preferred Stock will entitle
the holder thereof to 1,000 votes on all matters submitted to a
vote of the stockholders of the Company. In the event of any
merger, consolidation or other transaction in which shares of
Common Stock are converted or exchanged, each share of Preferred
Stock will be entitled to receive 1,000 times the amount received
per one share of Common Stock.

The Exercise Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution in certain circumstances.. The number of outstanding
Rights and the number of one one-thousandths of a Preferred Stock
issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split, reverse stock split,
stock dividends and other similar transactions. With certain
exceptions, no adjustment in the Exercise Price will be required
unless such adjustment would require an increase or decrease of
at least one percent (1%) in the Exercise Price. No fractional
shares of Preferred Stock will be issued (other than fractions
which are integral multiples of one one-thousandth of a share of
Preferred Stock., At any time after any person or group of
affiliated or associated persons becomes an Acquiring Person, the
Board, at its option, may exchange each Right (other than Rights
owned by such person or group of affiliated or associated persons
which will have become void), in whole or in part, at an exchange
ratio of two shares of Common Stock per outstanding Right
(subject to adjustment).

At any time before any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board may
redeem the Rights in whole, but not in part, at a price of $0.001
per Right (subject to certain adjustments) (the Redemption
Price). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board in
its sole discretion may establish.

Immediately upon the action of the Board electing to redeem or
exchange the Rights, the Company shall make announcement thereof,
and upon such election, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price. Until a Right is exercised or
exchanged, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

The Board may from time to time and in its sole and absolute
discretion supplement or amend this Agreement in any respect
without the approval of any holders of Rights, in order to (a)
cure any ambiguity; (b) correct or supplement any provision
contained herein that may be defective or inconsistent with any
other provisions herein; (c) shorten or lengthen any time period
hereunder; (d) terminate this Agreement at any time before or
after any person becomes an Acquiring Person; and (e) otherwise
change, amend, or supplement any provisions hereunder in any
manner that the Company may deem necessary or desirable.
Notwithstanding any provision of the Rights Agreement to the
contrary, the Company, by action of the Board in its sole
discretion acting in its business judgment, may at any time
before or after any Person becomes an Acquiring Person amend this
Agreement to make the provisions of this Agreement inapplicable
to a particular transaction by which a Person might otherwise
become an Acquiring Person or to otherwise alter or waive any
application of any or all of the terms and conditions of this
Agreement as they may apply with respect to any such transaction.

The Rights Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Rights
Agreement herein is not complete and is qualified in its entirety
by reference to Exhibit 4.1.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, the
Board approved a Certificate of Designation of Series A
Participating Preferred Stock (the Certificate of
Designation). The Certificate of Designation is filed with
the Secretary of State of the State of Delaware. The Certificate
of Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference. The description of the
Certificate of Amendment herein is qualified in its entirety by
Exhibit 3.1.

Item 8.01

Other Information

On March 17, 2017, the Company issued a press release announcing
the adoption of the Rights Agreement and the declaration of the
dividend of the Rights. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information in this Item 8.01, including Exhibit
99.1, shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934 (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall
such information, including Exhibit 99.1, be deemed incorporated
by reference into any filing under the Securities Act of 1933 or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

3.1	Certificate of Designation of Series A Participating Preferred Stock of Tengasco, Inc.

4.1	Rights Agreement, dated March 16, 2017, between Tengasco, Inc. and Continental Stock Transfer Trust Company

99.1	Press Release of Tengasco, Inc. dated March 17, 2017