Tengasco : Prospectus

Filed Pursuant to Rule 424(b)(1) Registration No. 333-214149‌‌‌‌‌ PROSPECTUS TENGASCO, INC.‌‌‌‌‌‌‌‌‌ SUBSCRIPTION RIGHTS TO PURCHASE AN AGGREGATE OF UP TO 12,195,446 SHARES‌‌‌ OF COMMON STOCK UP TO 12,195,446 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE SUBSCRIPTION RIGHTS

We are distributing to holders of our outstanding common stock, at no charge, nontransferable subscription rights to purchase an aggregate of up to 12,195,446 shares of our common stock at a cash subscription price of $0.60 per share for maximum gross proceeds of $7,317,267.60. You will receive for each share of our common stock you own a right to purchase two shares of our common stock at an exercise price of $0.60 for each share purchased. If you exercise your rights in full, you may oversubscribe for the purchase of additional shares that remain unsubscribed at the expiration of the rights offering, subject to availability and allocation of shares among persons exercising this oversubscription privilege and to certain other limitations described below. In no event, however, may any subscriber purchase shares of our common stock in the offering that, when aggregated with all of the shares of our common stock otherwise owned by the subscriber and his, her or its affiliates, would immediately following the closing of this rights offering represent 50% or more of our issued and outstanding shares. You will not be entitled to receive any rights unless you hold of record shares of our common stock as of the close of business on November 21, 2016.‌‌‌‌‌‌‌‌‌‌

Our board of directors has determined that this rights offering is advisable under our present financial, operational and other circumstances. Our board of directors formed a three-person special committee of its members charged with, among other things, recommending to the full board of directors the terms of this rights offering. No special committee member is an employee of Tengasco or its subsidiaries nor has any personal interest in the rights offering other than his personal share ownership. Although we expect that members of our board of directors and management may participate in the rights offering, we have no agreements or understandings with any persons or entities, including members of our board of directors, our management and any brokers or dealers, with respect to their exercise of any rights offered hereby or their participation as an underwriter, broker or dealer in this offering.‌‌‌‌‌‌

The rights will expire if they are not exercised by 5:00 p.m., New York City time, on February 2, 2017 (at least 14 days following the mailing date), the expected expiration date of the rights offering. We may extend the period for exercising the rights for up to an additional 30 days. Subscription amounts received will be held by the subscription agent until completion of the rights offering, during which period the right holders will not earn interest. Rights that are not exercised by the expiration date of the rights offering will expire and will have no value. Rights may not be sold or transferred except under‌

limited circumstances described later in this prospectus. You should carefully consider whether to exercise your rights. Our board of directors makes no recommendation regarding your exercise of rights.

Shares of our common stock are traded on the NYSE MKT exchange under the symbol "TGC." On December 29, 2016, the closing price for our common stock was $0.72 per share. Although application has been made to list the shares of common stock offered hereby on the exchange, we cannot be sure that such listing will be granted. See "Risk Factors."

AN INVESTMENT IN OUR COMMON STOCK IS RISKY. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED ON PAGE 13 OF THIS PROSPECTUS BEFORE EXERCISING YOUR RIGHTS.

Per Share	Total (1)
Subscription price	$0.60	$7,317,267.60
Estimated offering expenses (2)	$0.01	$150,933.00
Net proceeds to Tengasco	$0.59	$7,166,334.60

1. Assumes the exercise of subscription rights to purchase all 12,195,446 shares of common stock in this rights offering.

2. Although we will incur certain offering expenses, no underwriting discounts or commissions will be paid in connection with this offering.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is January 4, 2017. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 INCORPORATION BY REFERENCE 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 3 QUESTIONS AND ANSWERS RELATED TO THIS RIGHTS OFFERING 7 RISK FACTORS 13 THE RIGHTS OFFERING 17 PLAN OF DISTRIBUTION 27 USE OF PROCEEDS 27 CAPITALIZATION 28 DESCRIPTION OF OUR COMMON STOCK 29 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 29 LEGAL MATTERS 40 EXPERTS 40 WHERE YOU CAN FIND MORE INFORMATION 40

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   ABOUT THIS PROSPECTUS

   We have not authorized anyone to provide you with additional or different information from that contained or incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that you may obtain from other sources. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any exercise of the subscription rights.

   This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or jurisdiction (within or outside the United States) where it would not be lawful or where the person making the offer is not qualified to do so.

   As used in this prospectus, "Tengasco," the "Company," "we," "us," and "our" refer to Tengasco, Inc. and its subsidiaries.

   As permitted under the rules of the Securities and Exchange Commission (the "SEC"), this prospectus incorporates important business information about Tengasco that is contained in documents that we file with the SEC, but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See "Incorporation by Reference" and "Where You Can Find More Information" in this prospectus.

   INCORPORATION BY REFERENCE

   The following documents are incorporated by reference into this prospectus, together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents of this prospectus:

   • our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 30, 2016;

   • our Definitive Proxy Statement on Schedule 14A for our 2016 annual meeting of stockholders, as filed with the SEC on October 27, 2016; and

   • our Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2016, June 30, 2016 and September 30, 2016, as filed with the SEC on May 13, 2016, August 12, 2016 and November 14, 2016, respectively.

In addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) after the effective date of the registration statement that includes this prospectus and prior to the termination of the rights offering shall be deemed to be incorporated by reference into this prospectus.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by

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