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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
Pursuant
To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
FEBRUARY
2, 2026
_______________________________
EMPIRE
PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware |
001-16653 |
73-1238709 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
2200
S. Utica Place, Suite 150,
Tulsa, Oklahoma
74114
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s telephone number, including area
code: (539) 444-8002
(Former name or former address,
if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock $0.001 par value
|
EP
|
NYSE
American
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
February 2, 2026, Empire Petroleum Corporation (the “Company”) announced the launch of a $6.0 million registered
rights offering. Under the terms of the rights offering, the Company will grant, at no charge, to each stockholder as of the close of
business on the record date of February 2, 2026, one non-transferable subscription right for each whole share of common stock owned by
that stockholder on the record date. Each subscription right will entitle a rights holder to purchase 0.057 shares of the Company’s
common stock at a subscription price equal to $2.99 per whole share (subject to rounding down to avoid the issuance of fractional shares).
The rights offering will also include an oversubscription privilege, which will entitle stockholders who fully exercise their subscription
rights the right to purchase at the same exercise price additional shares of common stock in the rights offering that other stockholders
do not purchase, subject to availability and pro-rata allocation of shares among rights holders exercising such oversubscription privilege.
No fractional shares of common stock will be issued in the rights offering. The subscription rights will expire if they are not exercised
by 5:00 p.m. Eastern time on February 27, 2026 (unless extended). More details of the rights offering are set forth in a
prospectus supplement dated and filed with the U.S. Securities and Exchange Commission on February 2, 2026.
Certain
documents related to the rights offering are filed as Exhibits 99.1 through 99.5 hereto. In addition, on
February 2, 2026, the Company issued a press release announcing the commencement of the
rights offering. A copy of the press release is filed as Exhibit 99.6 hereto.
This
Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer,
solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
| Item 9.01. | Financial
Statements and Exhibits. |
| (d) | | Exhibits. |
| | | |
| The
following exhibits are filed or furnished herewith. |
Exhibit
Number
|
Description |
5.1
|
Opinion of Porter Hedges LLP |
| 99.1 |
Form of Rights Certificate |
| 99.2 |
Form of Letter to Stockholders who are Record Holders |
| 99.3 |
Form of Letter to Stockholders who are Nominee Holders |
| 99.4 |
Form of Letter to Clients of Stockholders who are Nominee Holders |
| 99.5 |
Form of Beneficial Owner Election Form |
| 99.6 |
Press release dated February 2, 2026
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
EMPIRE
PETROLEUM CORPORATION
|
|
| Date:
February 2, 2026 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
3
