Empire Petroleum (NYSE American: EP) modifies $10M shareholder rights offering
Rhea-AI Filing Summary
Empire Petroleum Corporation is modifying its previously announced shareholder rights offering, increasing the number of common shares available under the subscription rights to 3,344,482 for gross proceeds of up to approximately $10.0 million at a subscription price of $2.99 per share.
Each stockholder of record on February 2, 2026 receives one non-transferable right per share owned, with each right allowing the purchase of 0.095 new shares. The company has also extended the rights offering expiration to 5:00 p.m. Eastern Time on March 18, 2026, and investors who fully exercise their basic rights may over-subscribe for additional shares, subject to proration.
Positive
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Negative
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Insights
Empire adjusts and extends a shareholder rights offering of up to $10 million.
Empire Petroleum Corporation is revising terms of its shareholder rights offering by setting a maximum of 3,344,482 common shares at a subscription price of
The offering is non-transferable and now runs until 5:00 p.m. Eastern Time on
This structure allows the company to raise additional equity capital directly from its current shareholder base while giving larger holders the opportunity to maintain or expand their positions. Actual impact will depend on final take-up levels and allocation after the expiration date.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
Current Report
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area
code: (
(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. ☐
| Item 8.01 | Other Events. |
On February 25, 2026, Empire Petroleum Corporation (the “Company”) issued a press release announcing the extension of the expiration date of their previously announced registered rights offering to March 18, 2026, as well as an increase in the number of shares of common stock underlying the subscription rights to 3,344,482, resulting in an increased aggregate rights offering value of up to $10.0 million. The press release is filed as Exhibit 99.1 to this current report.
As a result, a stockholder must hold at least 11 shares of common stock to receive subscription rights to purchase at least one whole share at $2.99 per share. For example, if a stockholder owned 100 shares of our common stock on the record date, the stockholder would be granted subscription rights to purchase an aggregate of 9 shares of common stock (rounded down to the nearest whole share).
More details of the rights offering are set forth in prospectus supplements dated and filed with the U.S. Securities and Exchange Commission on February 2, 2026, as supplemented on February 25, 2026. A copy of the press release is filed as Exhibit 99.1 hereto.
Certain documents related to the rights offering are being refiled as Exhibits 99.1 through 99.5 to this current report.
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 |
| 99.1 | Form of Rights Certificate.
|
| 99.2 | Form of Beneficial Owner Election Form. |
| 99.3 | Form of Letter to Stockholders who are Record Holders.
|
| 99.4 | Form of Letter to Stockholders who are Nominee Holders.
|
| 99.5 | Form of Letter to Clients of Stockholders who are Nominee Holders.
|
| 99.6 | Press release dated February 25, 2026.
|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 25, 2026 | By: | /s/ Michael R. Morrisett | |
Michael R. Morrisett President and Chief Executive Officer |
|||
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EXHIBIT 99.1
Rights
Certificate Number:_________
Number of Rights: ________
EMPIRE PETROLEUM CORPORATION
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing
Subscription Rights to Purchase Shares of Common Stock
of Empire Petroleum Corporation
Subscription Price: $2.99 per Share
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
EASTERN TIME, ON MARCH 18, 2026, UNLESS EXTENDED BY THE COMPANY
Dear Stockholder:
As the registered owner of this Rights Certificate, you are the owner of the number of subscription rights shown above. You have been issued, at no charge, one subscription right for each share of common stock that you held on February 2, 2026. The subscription rights entitle you to subscribe for shares of common stock, par value $0.001 per share, of Empire Petroleum Corporation (the “Company”). Each subscription right will entitle the holder to purchase 0.095 shares of our common stock at the subscription price of $2.99 per whole share (the “Subscription Price”). If you subscribe for all of the shares available to you, you are also entitled to subscribe for additional shares (subject to pro-ration) at the Subscription Price. The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated February 2, 2026, as supplemented on February 25, 2026 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”).
THESE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE.
You have four choices:
| 1. | You can subscribe for all of the shares underlying the number of rights listed at the top of this page; | |
| 2. | You can subscribe for less than all of the shares underlying the number of rights listed above, and allow the rest of your subscription rights to expire; | |
| 3. | If you have subscribed for all of such shares (exercised your subscription right in full), then you can also subscribe for additional shares of common stock, subject to an allocation process as described in the Prospectus; or | |
| 4. | If you do not want to purchase any shares, you can disregard this material. |
To subscribe for any number of shares, full payment of the Subscription Price is required for each share of common stock you are subscribing for (including under the over-subscription right). You must complete the reverse side of this form to subscribe for new shares.
Date: February 25, 2026
| EMPIRE PETROLEUM CORPORATION | ||
| ||
| By: | Name: Michael Morrisett Title: Chief Executive Officer | |
| 1 |
DELIVERY
OPTIONS FOR RIGHTS CERTIFICATE
Deliver by mail, hand or overnight courier to:
Securities Transfer Corporation
2901 North Dallas Parkway, Suite 380
Plano, Texas 75093
(469) 633-0101
stc@stctransfer.com
Delivery other than in the manner or to the address listed above will not constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
If you wish to subscribe for shares pursuant to your subscription right in full or a portion thereof:
I
exercise _______ rights for ____________ shares x $2.99 per whole share= $______________________
(Line 1)
If you subscribed for your subscription right in full and wish to subscribe for additional shares pursuant to the Over-Subscription Right:
I
exercise ________ rights for ____________ shares x $2.99 per whole share= $______________________
(Line 2)
Total amount of payment enclosed (sum of line 1 and line 2): $______________________
If you fully exercise your subscription right and other stockholders do not fully exercise their subscription rights, you will have an over-subscription right that entitles you to purchase, at the same subscription price, additional shares of common stock that remain unsubscribed at the expiration date for the Rights Offering. The available shares of common stock issuable will be distributed proportionately among rights holders who exercise their over-subscription right, based on the number of shares each rights holder subscribed for under the subscription right until either all shares of common stock have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier.
I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.
______________________________________________
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.
If you wish to have your shares delivered to an address other than that shown on front, your signature must be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
Signature Guaranteed: __________________________________________________________
(Name of Bank or Firm)
__________________________________________________________
(Signature of Officer)
FOR INSTRUCTIONS ON THE USE OF THE RIGHTS CERTIFICATES, CONSULT SECURITIES TRANSFER CORPORATION, THE SUBSCRIPTION AGENT, AT THE ADDRESS OR TELEPHONE NUMBER INDICATED ABOVE.
| 2 |
Method of Payment (Check One)
| [_] | Uncertified personal check, payable to “Securities Transfer Corporation, as Subscription Agent.” Please note that funds paid by uncertified personal check may take at least five business days to clear. Accordingly, subscription rights holders who wish to pay the purchase price by means of an uncertified personal check are urged to make payment sufficiently in advance of the expiration date to ensure that such payment is received and clears by the expiration date, and are urged to consider payment by means of a certified or bank check, money order or wire transfer of immediately available funds. |
| [_] | Certified check or bank check drawn on a U.S. bank or money order, payable to “Securities Transfer Corporation, as Subscription Agent.” |
| [_] | Wire transfer of immediately available funds directed to the account maintained by the Subscription Agent, Securities Transfer Corporation, at: |
Bank Name: Eagle Bank
Bank Address: 7735 Old Georgetown Rd Ste 100, Bethesda, MD 20814
Routing Number: 055003298
Name of Beneficiary: Securities Transfer Corporation
As Escrow Agent for Empire Petroleum Rights Offering
2901 Dallas Parkway Suite 380
Plano, TX 75093
Account Number of Beneficiary: 200437879
| ***Purpose: | Empire Petroleum Rights Offering |
International
Bank Name: Eagle Bank
Bank Address: 7735 Old Georgetown Rd Ste 100, Bethesda, MD 20814
| Swift: | EAGE US 33 |
Name of Beneficiary: Securities Transfer Corporation
As Escrow Agent for Empire Petroleum Rights Offering
Account Number of Beneficiary: 200437879
Beneficiary Address: 2901 Dallas Parkway, Suite 380, Plano, TX 75093
*** Purpose: Empire Petroleum Rights Offering
*** Beneficiary Info (OBI) MUST be included. If it is not included your wire may be rejected and/or credit to your account may be delayed***
If the amount enclosed or transmitted is not sufficient to pay the purchase price for all shares of common stock that are subscribed for, or if the number of shares of common stock being subscribed for is not specified, the number of shares of common stock subscribed for will be assumed to be the maximum number that could be subscribed for upon payment of such amount. If the amount enclosed or transmitted exceeds the purchase price for all shares of common stock that the undersigned has subscribed or over-subscribed for, Securities Transfer Corporation shall return the excess to the subscriber without interest or deduction as soon as practicable after the expiration of the offering.
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EXHIBIT 99.2
BENEFICIAL OWNER ELECTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the grant of non-transferable subscription rights (the “Subscription Rights”) to purchase shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”) pursuant to a rights offering (the “Rights Offering”) as described further in the Company’s Prospectus Supplement, dated February 2, 2026, as supplemented on February 25, 2026 (the “Prospectus Supplement”), and the accompanying base prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”), the receipt of which is hereby acknowledged.
You are hereby instructed, on the undersigned’s behalf, to exercise the Subscription Rights to purchase Common Stock with respect to the shares of Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Subscription Certificate,” as follows:
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
SECTION 1: OFFERING INSTRUCTIONS (check the appropriate box if you wish to exercise subscription rights)
IF YOU WISH TO EXERCISE ALL OR A PORTION OF YOUR SUBSCRIPTION RIGHTS:
Please exercise my Subscription Rights for Common Stock pursuant to the Rights Offering, as set forth below:
1. Subscription Rights*
(1 Subscription Right = 0.095 shares of Common Stock) |
Number of Subscription Rights to be exercised: | Number of shares of Common Stock subscribed for under the Subscription: | Payment to be made in connection with the Common Stock subscribed for under the Subscription: | |||||
| Subscription Rights | shares of Common Stock (Subscription Rights x 0.095) |
x $2.99 (price/share) |
= $ | |||||
| 2. Over-Subscription Rights** | Number of shares of Common Stock requested under the Over-Subscription Rights: | Payment to be made in connection with the shares of Common Stock requested under the Over-Subscription Rights: | ||||||
| shares of Common Stock | x $2.99 (price/share) |
= $ | ||||||
| 3. Totals | ||||||||
Total Number of Subscription Rights to be Delivered:
Subscription Rights |
Total Number of shares of Common Stock subscribed for and/or requested: Shares of Common Stock | Total Payment:
$ | ||||||
| * |
You will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, you will be entitled to purchase 0.095 shares of Common Stock at the Subscription Price of $2.99 per share. The number of Subscription Rights to be issued to you will be rounded down to the nearest whole number and fractional shares will not be issued upon the exercise of the Subscription Rights. Accordingly, if you held 100 Subscription Rights, your Subscription Rights entitle you to purchase up to 9 shares of Common Stock. The subscription price per share of Common Stock was determined on January 20, 2026. |
| ** | If you purchase all of the shares available to you pursuant to your Subscription Rights, you may subscribe for additional shares pursuant to your Over-Subscription Rights, if any, using the Subscription Price of $2.99 per share. See the description of the Over-Subscription Rights in the Prospectus. |
IF YOU DO NOT WISH TO EXERCISE YOUR SUBSCRIPTION RIGHT:
Please DO NOT exercise my Subscription Rights for Common Stock
SECTION 2: PAYMENT
Payment in the amount of $ (the total Subscription Price) by check or wire transfer is enclosed. Please deduct payment from the following account maintained by you as follows:
Type of Account:
Account Number:
Amount to be deducted: $ (the total Subscription Price)
SECTION 3: SUBSCRIPTION AUTHORIZATION
I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby exercise such Subscription Rights for the number of shares indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay in full for the Common Stock for which I have subscribed, the Company may exercise any of the remedies provided for in the Prospectus.
| Signature(s) of subscriber(s): | ||
| Print Name: | Print Name: | |
| Telephone No.: | Telephone No.: | |
| Date: | Date: | |
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EXHIBIT 99.3
EMPIRE
PETROLEUM CORPORATION
3,344,482 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
February 25, 2026
Dear Security Holders:
This notice is being distributed by Empire Petroleum Corporation (the “Company”) to all holders of record of shares of its common stock, par value $0.001 per share ( “Common Stock”), at the close of business on February 2, 2026 (the “Record Date”), in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the Record Date. The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated February 2, 2026, as supplemented on February 25, 2026 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”).
In the Rights Offering, the Company is offering an aggregate of 3,344,482 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on March 18, 2026, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.095 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on January 20, 2026. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $2.99 per share of Common Stock (the “Subscription Price”).
Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”), owns approximately 32% of our common stock outstanding prior to the rights offering. EEF has indicated its intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date. Phil E. Mulacek, Chairman of the Board of the Company, also has indicated his intent to participate.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, EEF has indicated that it intends to fully exercise its Over-Subscription Rights relating to its portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
The Subscription Rights will be evidenced by a subscription certificate (the “Subscription Certificate”) registered in the Record Date Stockholder’s name.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A Subscription Certificate; and
3. A return envelope addressed to Securities Transfer Corporation.
Your prompt action is requested. As indicated in the Prospectus, to exercise your Subscription Rights you should deliver to Securities Transfer Corporation prior to 5:00 p.m., Eastern Time, on the Expiration Date, a properly completed and executed Subscription Certificate with payment of the estimated Subscription Price in full for each share of Common Stock subscribed for pursuant to the Subscription Rights and/or Over-Subscription Rights (if applicable). FAILURE TO RETURN THE PROPERLY COMPLETED RIGHTS CERTIFICATE WITH THE CORRECT PAYMENT WILL RESULT IN YOUR NOT BEING ABLE TO EXERCISE YOUR RIGHTS. A Rights holder cannot revoke the exercise of its Rights. Rights not exercised prior to the Expiration Date will expire.
Additional copies of the enclosed materials and assistance or information may be obtained from Securities Transfer Corporation. Their telephone number is (469) 633-0101 and their e-mail address is stc@stctransfer.com.
Very
truly yours,
EMPIRE PETROLEUM CORPORATION
EXHIBIT 99.4
EMPIRE
PETROLEUM CORPORATION
3,344,482 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
February 25, 2026
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees by Empire Petroleum Corporation (the “Company”) in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the close of business on February 2, 2026 (the “Record Date”). The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated February 2, 2026, as supplemented on February 25, 2026 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”). We are requesting that you contact your clients for whom you hold Common Stock, and who are to receive the Subscription Rights distributable with respect to those shares, regarding the Rights Offering.
In the Rights Offering, the Company is offering an aggregate of 3,344,482 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on March 18, 2026, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.095 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on January 20, 2026. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $2.99 per share of Common Stock (the “Subscription Price”).
Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”), owns approximately 32% of our common stock outstanding prior to the rights offering. EEF has indicated its intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date. Phil E. Mulacek, Chairman of the Board of the Company, also has indicated his intent to participate.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, EEF has indicated that it intends to fully exercise its Over-Subscription Rights relating to its portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the shares of Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
The Subscription Rights will be evidenced by a subscription certificate (the “Subscription Certificate”) registered in the Record Date Stockholder’s name.
We are asking that you contact your clients for whom you hold shares of Common Stock registered in your name(s) or in the name(s) of your nominee(s) to obtain instructions with respect to the Subscription Rights. If you hold Subscription Rights for the account of more than one client, you may aggregate your exercise of Subscription Rights for all your clients, provided that you identify the number of Subscription Rights you are exercising for each client.
Securities dealers, commercial banks, trust companies and other nominees will be required to certify to Securities Transfer Corporation, before any Over-Subscription Rights may be exercised with respect to any particular beneficial owner, as to the aggregate number of Subscription Rights exercised and the number of shares of Common Stock subscribed for pursuant to any Over-Subscription Rights by such beneficial owner and that such beneficial owner’s subscription was exercised in full. Nominee holder over-subscription forms and beneficial owner certification forms will be distributed to banks, broker-dealers, Directors and other nominee holders of rights with the Subscription Certificates.
| 2 |
All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses paid to Securities Transfer Corporation, incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription Rights, and none of such commissions, fees or expenses will be paid by the Company or Securities Transfer Corporation.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A Subscription Certificate;
3. A form of letter and Beneficial Owner Election Form, on which you may obtain your clients’ instructions with regard to the Rights Offering; and
4. A return envelope addressed to Securities Transfer Corporation.
Your prompt action is requested. As indicated in the Prospectus, to exercise your Subscription Rights you should deliver to Securities Transfer Corporation prior to 5:00 p.m., Eastern Time, on the Expiration Date, a properly completed and executed Subscription Certificate with payment of the estimated Subscription Price in full for each share of Common Stock subscribed for pursuant to the Subscription Rights and/or Over-Subscription Rights (if applicable).
Additional copies of the enclosed materials and assistance or information may be obtained from Securities Transfer Corporation. Their telephone number is (469) 633-0101 and their e-mail address is stc@stctransfer.com.
Very truly yours,
Empire Petroleum Corporation
___________________________________
Nothing in the Prospectus Supplement or in the enclosed documents shall constitute you or any person as an agent of Empire Petroleum Corporation, the Subscription Agent or any other person making or deemed to be making offers of the securities issuable upon valid exercise of the rights, or authorize you or any other person to make any statements on behalf of any of them with respect to the offering except for statements made in the Prospectus Supplement.
3
EXHIBIT 99.5
EMPIRE
PETROLEUM CORPORATION
3,344,482 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
February 25, 2026
To Our Clients:
Enclosed for your consideration is a prospectus supplement, dated February 2, 2026, as supplemented on February 25, 2026 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”) in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the close of business on February 2, 2026 (the “Record Date”).
In the Rights Offering, the Company is offering an aggregate of 3,344,482 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on March 18, 2026, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.095 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on January 20, 2026. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $2.99 per share of Common Stock (the “Subscription Price”).
Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”), owns approximately 32% of our common stock outstanding prior to the rights offering. EEF has indicated its intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date. Phil E. Mulacek, Chairman of the Board of the Company, also has indicated his intent to participate.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, EEF has indicated that it intends to fully exercise its Over-Subscription Rights relating to its portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
Your Subscription Rights will be evidenced by a subscription certificate registered in the names of the record holders of the shares of Common Stock for which the Subscription Rights are being distributed (the “Subscription Certificate”).
THE MATERIALS ENCLOSED ARE BEING PROVIDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF SUBSCRIPTION RIGHTS AND OVER-SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled, pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. We urge you to read the Prospectus carefully before instructing us whether to exercise your Subscription Rights.
Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Subscription Rights on your behalf in accordance with the provisions of the Rights Offering.
If you wish to have us, on your behalf, exercise the Subscription Rights and Over-Subscription Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the enclosed Beneficial Owner Election Form in the accompanying return envelope. Delivery of the Beneficial Owner Election Form to an address other than as set forth on the accompanying return envelope does not constitute a valid delivery.
Any questions or requests for assistance concerning the Rights Offering should be directed to Securities Transfer Corporation, the subscription and information agent, at (469) 633-0101, stc@stctransfer.com.
2
EXHIBIT 99.6
EMPIRE PETROLEUM ANNOUNCES MODIFICATION OF TERMS OF PREVIOUSLY ANNOUNCED RIGHTS OFFERING
TULSA, Okla., February 25, 2026 -- (BUSINESS WIRE) -- Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced today that it has modified the terms of its previously announced subscription rights offering (“Rights Offering”). The Company has distributed at no charge to holders of its common stock, par value $0.001 per share (“Common Stock”), as of the close of business on February 2, 2026 (the record date for the Rights Offering), one subscription right for each share of Common Stock held. As modified, each subscription right entitles the holder to purchase 0.095 shares of Common Stock at a subscription price of $2.99 per one whole share of Common Stock for gross proceeds of up to approximately $10.0 million. As a result, a stockholder must hold at least 11 shares of Common Stock to receive subscription rights to purchase at least one share of Common Stock. The subscription rights are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights are entitled to over-subscribe for additional shares of Common Stock, subject to proration.
The expiration of the Rights Offering has been extended to 5:00 p.m., Eastern Time, on March 18, 2026 (“Expiration Date”), subject to further extension or earlier termination.
Energy Evolution Master Fund, Ltd., the Company’s largest shareholder, has indicated its intent to participate in the Rights Offering and fully subscribe to the shares of Common Stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its pro rata share of the underlying securities related to the Rights Offering that remain unsubscribed at the Expiration Date. Phil E. Mulacek, Chairman of the Board of the Company, also has indicated his intent to participate.
Holders of subscription rights who hold their shares directly have received a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate. Empire will also be providing an additional prospectus supplement regarding the updated terms noted in this news release and an updated subscriptions rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificates, and deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address set forth in the prospectus supplement referenced below.
The Rights Offering is more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on February 2, 2026, as supplemented by the prospectus supplement to be filed with the SEC on February 25, 2026. A copy of the prospectus, prospectus supplements or further information with respect to the Rights Offering may be obtained by contacting Securities Transfer Corporation, the subscription and information agent for the Rights Offering, at (469) 633-0101.
This news release 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.
ABOUT EMPIRE PETROLEUM
Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
SAFE HARBOR STATEMENT
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s estimates, strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, uncertainties associated with legal and regulatory matters, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.
CONTACTS
Empire Petroleum Corporation:
Mike Morrisett
President and CEO
539-444-8002
Info@empirepetrocorp.com
Kali Carter
Communications & Investor Relations Manager
918-995-5046
IR@empirepetrocorp.com
Securities Transfer Corporation, as rights agent:
469-633-0101
stc@stctransfer.com
FAQ
What are the key terms of Empire Petroleum (EP) modified rights offering?
When does Empire Petroleum (EP) rights offering expire after the extension?
How much capital can Empire Petroleum (EP) raise from this rights offering?
How many Empire Petroleum (EP) shares can each subscription right purchase?
Do major shareholders plan to participate in Empire Petroleum (EP) rights offering?
Can Empire Petroleum (EP) shareholders buy more than their basic rights allocation?
Filing Exhibits & Attachments
9 documentsPress Releases
- EX-99.1 FORM OF RIGHTS CERTIFICATE 29.8 KB
- EX-99.2 FORM OF BENEFICIAL OWNER ELECTION FORM 33.0 KB
- EX-99.3 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS 11.9 KB
- EX-99.4 FORM OF LETTER TO STOCKHOLDERS WHO ARE NOMINEE HOLDERS 18.2 KB
- EX-99.5 FORM OF LETTER TO CLIENTS OF STOCKHOLDERS WHO ARE NOMINEE HOLDERS 13.2 KB
- EX-99.6 PRESS RELEASE DATED FEBRUARY 25, 2026 16.8 KB
