Empire Petroleum sets up $30M at-the-market sale
Empire Petroleum Corporation entered into a Sales Agreement with Roth Capital Partners that allows it to issue and sell up to $30,000,000 of common stock in at-the-market offerings from time to time.
Rhea-AI Filing Summary
Empire Petroleum Corporation entered into a Sales Agreement with Roth Capital Partners that allows it to issue and sell up to $30,000,000 of common stock in at-the-market offerings from time to time.
Shares will be sold through Roth as sales agent or principal at prevailing market prices or as otherwise agreed, under the company’s effective Form S-3 shelf registration statement. Empire will pay Roth a 3.0% commission on gross proceeds and reimburse certain expenses. Neither party is obligated to complete any sales, and both can terminate the agreement as provided in the contract.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
ATM capacity: $30,000,000 aggregate offering price
Sales commission: 3.0% of gross proceeds
Shelf registration: Form S-3, File No. 333-274327
3 metrics
ATM capacity
$30,000,000 aggregate offering price
Maximum common stock that may be sold under Sales Agreement
Sales commission
3.0% of gross proceeds
Commission payable to Roth Capital Partners on ATM sales
Shelf registration
Form S-3, File No. 333-274327
Registration statement used for issuing ATM shares
Key Terms
Sales Agreement, at the market offerings, Rule 415(a)(4), shelf registration statement, +1 more
5 terms
Sales Agreement financial
"On May 1, 2026, Empire Petroleum Corporation entered into a Sales Agreement"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
at the market offerings financial
"sell shares ... having an aggregate offering price of up to $30,000,000 in “at the market” offerings"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
Rule 415(a)(4) regulatory
"method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
shelf registration statement regulatory
"The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form S-3 regulatory
"shelf registration statement on Form S-3 (File No. 333-274327)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Empire Petroleum (EP) announce in this 8-K filing?
Empire Petroleum entered a Sales Agreement with Roth Capital Partners to sell up to $30,000,000 of common stock in at-the-market offerings, giving the company flexibility to issue shares over time under its existing shelf registration statement.
How large is Empire Petroleum’s at-the-market program with Roth?
The at-the-market program allows Empire Petroleum to sell common stock with an aggregate offering price of up to $30,000,000. Shares may be issued periodically, at prevailing market prices or as otherwise agreed with Roth Capital Partners as sales agent or principal.
How will Roth Capital Partners be compensated in the Empire Petroleum (EP) ATM deal?
Roth Capital Partners will receive a 3.0% commission on the gross proceeds from any shares Empire Petroleum sells under the Sales Agreement, and the company has also agreed to reimburse Roth for reasonable, documented out-of-pocket expenses related to the arrangement.
What types of transactions are permitted under Empire Petroleum’s ATM program?
Empire Petroleum may sell shares in transactions deemed “at-the-market offerings” under Rule 415(a)(4), or through privately negotiated deals. Sales will generally occur at prevailing market prices at the time of sale or on other terms mutually agreed with Roth Capital Partners.
AI-generated analysis. How Rhea-AI works. Not financial advice.
