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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):
SEPTEMBER
24, 2025
_______________________________
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. ☐
| Item
1.01. | Entry into a Material Definitive Agreement. |
On
September 24, 2025 (the “Original Issue Date”), Empire Petroleum Corporation (the “Company”) issued that
certain Promissory Note in the aggregate principal amount of $4,000,000 (the “Note”) to Phil E. Mulacek. As of September 25,
2025, Mr. Mulacek has advanced the Company $2,000,000 under the Note. From time to time after March 23, 2026, and for a period of
six months thereafter, upon at least ten business days prior written notice, Mr. Mulacek will advance up to another $2,000,000 to the
Company, provided that no Event of Default (as defined in the Note) has occurred or is continuing. The proceeds of the Note will be used
by the Company to fund, in part, its ongoing oil and gas drilling program and for working capital purposes.
The
Note matures on September 23, 2027 (the “Maturity Date”) and accrues interest at the rate of 5.5% per annum. After the
Maturity Date, any principal balance of the Note remaining unpaid accrues interest at the rate of 9% per annum. Interest payments will
be paid in cash on each of the following dates (or if any such date is not a business day, the next following business day) (each an
“Interest Payment Date”), except upon the occurrence of an Event of Default, in which case interest will accrue and be paid
in cash on demand: (i) March 31, 2026; (ii) September 30, 2026; (iii) March 31, 2027; and (iv) the Maturity Date. Mr.
Mulacek may elect to defer any or all interest due on an Interest Payment Date until the Maturity Date by providing the Company written
notice prior to such Interest Payment Date.
All
or any portion of the outstanding principal amount of the Note may be converted into shares of common stock of the Company at a conversion
price of $4.27 per share (the “Conversion Price”), which is the Average Daily VWAP (as defined in the Note) for the five
trading days preceding the Original Issue Date, at the option of Mr. Mulacek, at any time and from time to time. If the full principal
amount of the Note is drawn and converted into shares of common stock of the Company, 936,768 shares (the “Underlying Shares”)
would be issued. Accrued and unpaid interest on the principal amount converted is paid in cash on the date of conversion. The Conversion
Price is subject to customary adjustments.
The
Note may be prepaid at any time or from time to time without the consent of Mr. Mulacek and without penalty or premium, provided that
the Company provides Mr. Mulacek with at least five business days prior written notice, each principal payment is made in cash and all
accrued interest is paid in cash.
As
partial consideration for the commitment to make the advances under the Note, the Company has issued a warrant certificate for Mr. Mulacek
to purchase 281,030 shares of common stock of the Company (the “Warrant Shares”) at an exercise price of $4.27 per share
for a period of three years (the “Warrant”). The Company will use commercially reasonable efforts to cause the NYSE American
to approve a supplemental listing application related to the issuance of the Underlying Shares and the Warrant Shares as soon as reasonably
practicable (“SLAP Approval”). The Warrant becomes exercisable upon receipt of SLAP Approval. In the event that SLAP Approval
does not occur within 60 days of the Original Issue Date, then for a period of 60 days thereafter, Mr. Mulacek may elect to be paid an
origination fee of $50,000 in lieu of receiving the Warrant by providing the Company written notice during such 60 day period.
For
a description of any material relationship between the Company and Mr. Mulacek, see the Company’s definitive proxy statement for
its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025,
the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2025 and the Company’s Form 10-Q for the quarter
ended June 30, 2025 filed with the SEC on August 13, 2025.
The
foregoing summaries of the Note and the Warrant are qualified in their entirety by reference to the full terms and conditions of the
Note and the Warrant, copies of which are filed as Exhibits 10 and 4, respectively, to this Current Report on Form 8-K and are incorporated
by reference into this Item 1.01.
| Item
2.03. | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The information set forth under Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item
3.02. | Unregistered
Sales of Equity Securities. |
The information set
forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Note and
the Warrant were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements
of that Act provided by Section 4(a)(2) thereof. Mr. Mulacek is a sophisticated accredited investor with the experience and expertise
to evaluate the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment.
| Item 9.01 | Financial
Statements and Exhibits. |
| (d) | | Exhibits. |
| | | |
| The
following exhibits are filed or furnished herewith. |
Exhibit
Number
|
Description |
| 4 |
Common
Share Warrant Certificate No. Mulacek Note 2025 dated September 24, 2025. |
| |
|
| 10 |
Empire Petroleum Corporation Promissory Note Due September 23, 2027 in the aggregate principal amount of $4,000,000 in favor of Phil E. Mulacek. |
| |
|
| 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:
September 26, 2025 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
4
