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Empire Petroleum Corporation (EP) filed Amendment No. 1 to its universal shelf registration, reducing the aggregate initial offering capacity to $120,000,000. The shelf, filed under Rule 415, allows Empire to offer from time to time debt securities, common and preferred stock, depositary shares, warrants, subscription rights, purchase contracts, units, and guarantees of non-convertible debt securities, with specific terms to be set in future prospectus supplements.
The amendment’s explanatory note states that the change primarily reduces the original $350,000,000 aggregate offering limit to $120,000,000 and corrects the exhibit index, without altering other parts of the registration. As of September 17, 2026, Empire had 41,602,341 common shares outstanding out of 190,000,000 authorized and six shares of Series A Voting Preferred Stock outstanding, and its common stock last traded at $2.47 per share on the NYSE American.
Net proceeds from any future takedowns are expected to be used for general corporate purposes, including capital expenditures, debt repayment or refinancing, acquisitions, and repurchases or redemptions of securities, with interim investment in short-term marketable securities or debt reduction.
EMPIRE PETROLEUM CORP (EP) reported that director and ten percent owner Phil E. Mulacek, through Petroleum Independent & Exploration LLC, acquired a Convertible Note due 2028 on September 10, 2026. The note is convertible into 1,145,173 shares of Common Stock at a conversion price of $2.838 per share, exercisable starting November 9, 2026 and expiring March 10, 2028. The reported price field is not usable as a per-share transaction price. No Rule 10b5-1 trading plan is indicated.
EMPIRE PETROLEUM CORP (EP) entered into a financing arrangement by issuing a convertible Promissory Note with a principal amount of $3,250,000 to Petroleum Independent & Exploration, LLC on September 10, 2026. The company states the proceeds will be used for general working capital purposes.
The Note bears interest at 6% per annum until its March 10, 2028 maturity date, after which any unpaid principal accrues interest at 9% per annum. All accrued but unpaid interest is payable in cash at maturity, or becomes immediately due upon an Event of Default.
PIE may convert all or part of the outstanding principal into common stock at a conversion price of $2.838 per share between November 9, 2026 and maturity. If fully converted, the Note would result in the issuance of 1,145,173 shares. The Note is prepayable at any time without penalty, and Empire plans to use commercially reasonable efforts to obtain NYSE American approval to list the underlying shares. The Note was issued in a private transaction relying on the Section 4(a)(2) exemption of the Securities Act.
EMPIRE PETROLEUM CORP (EP) director Mason H. Matschke purchased 5,777 shares of common stock on September 11, 2026 in an open-market transaction at a weighted average price of $2.38 per share, with individual trade prices ranging from $2.30 to $2.49. After this purchase, he holds 442,302 shares directly and 382,904 shares indirectly through the Elk Antelope Trust.
EMPIRE PETROLEUM CORP (EP) reported that Chief Accounting Officer Matthew E. Watson sold a total of 5,000 shares of Common Stock in two open market or private transactions. On September 4, 2026 he sold 1,712 shares at $3.12 per share, and on September 8, 2026 he sold 3,288 shares at a weighted average price of about $3.13 per share, with individual prices ranging from $3.075 to $3.18. No Rule 10b5-1 trading plan is reported.
Empire Petroleum Corporation (EP) has filed a shelf registration on Form S-3 to offer, from time to time after effectiveness, up to $350,000,000 of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights, purchase contracts, units and guarantees of non-convertible debt securities. Any non-convertible debt may be guaranteed by certain subsidiaries listed as co-registrants. Empire’s common stock trades on the NYSE American under the symbol EP, and the last reported sale price on August 31, 2026 was $3.16 per share. As of August 27, 2026, 41,597,341 shares of common stock were outstanding out of 190,000,000 authorized, and 6 shares of Series A Voting Preferred Stock were outstanding out of 10,000,000 authorized preferred shares. Net proceeds from future takedowns under this shelf will be used for general corporate purposes, including capital expenditures, debt repayment or refinancing, acquisitions, and repurchases or redemptions of securities.
Empire Petroleum Corporation reported second quarter 2026 product revenue of $11.1 million, up 27% from Q2 2025, driven mainly by stronger realized oil pricing. Net equivalent sales volumes were 1,825 Boe/d, down 23% year over year as some North Dakota wells were offline for steam unit performance projects and natural declines.
The company recorded a Q2 2026 net loss of $1.9 million, or ($0.05) per diluted share, an improvement from a $5.1 million loss a year earlier. Adjusted net loss narrowed to $2.4 million, while Adjusted EBITDA turned positive to $0.4 million from a negative $1.2 million in Q2 2025, reflecting higher revenues and lower lease operating expenses. Lease operating expenses fell to $5.0 million from $6.4 million, and DD&A and accretion also declined.
For the first six months of 2026, Empire invested about $4.0 million in oil and gas properties, largely for its Texas gas development program, and completed a Rights Offering that raised roughly $10.0 million of gross proceeds. As of June 30, 2026, Empire had $3.1 million in cash, about $2.0 million available under its credit facility, total debt of roughly $15.1 million, and stockholders’ equity of $7.3 million, compared with a deficit at year-end 2025.
Empire Corporation reported continued losses for the six months ended June 30, 2026. Total revenue was $14.6 million, down from $17.8 million a year earlier, driven by a loss of $4.2 million on commodity derivatives despite higher oil sales. The company recorded a six‑month net loss of $8.5 million versus $9.3 million in the prior‑year period.
Total assets increased to $81.1 million from $65.9 million, largely from higher oil and gas properties, while total liabilities were $73.8 million. Net cash used in operating activities was $3.7 million, and cash at period‑end was $3.1 million. Empire remains in compliance with covenants on its $13.1 million revolving credit facility.
Liquidity remains strained: the company had negative working capital of about $16.3 million and expects working capital to stay negative through 2026. Management discloses substantial doubt about the ability to continue as a going concern absent support, and points to committed financial backing from major related‑party stockholders, a $10 million rights offering completed in March 2026, and an at‑the‑market program for up to $7.5 million of stock as key funding sources.
EMPIRE PETROLEUM CORP President & CEO Michael R. Morrisett reported an internal restructuring-type transaction involving the company’s common stock. A fund made an in-kind distribution that transferred 16,609 shares of Empire Petroleum common stock to Morrisett for no cash consideration. Following this distribution, he directly holds 362,697 common shares, indicating the event was a relatively small, non-market change in his overall ownership rather than an open-market trade.
Energy Evolution Master Fund, Ltd., a more than ten percent owner of EMPIRE PETROLEUM CORP, reported an internal restructuring transaction involving its common stock holdings. The fund made an in-kind distribution of 941,332 shares of Empire Petroleum common stock to certain of its own investors for no consideration, meaning there was no sale or purchase on the open market. After this distribution, the reporting fund still directly holds 12,209,953 common shares, according to the filing.