Empire Petroleum issues $3.25M convertible note due 2028
Empire Petroleum Corp issues a $3.25 million convertible note for working capital, potentially adding over 1.1 million shares upon full conversion.
Rhea-AI Filing Summary
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.
Positive
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Negative
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Filing Explained
The
Sources and calculations
- Empire Petroleum Corporation Form 8-K (2026-09-10)
- Empire Petroleum Corporation Q2 2026 fundamentals (2026Q2)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $3,124,000 / ($2,753,000 / 91) = 103.3 days
8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory Note principal: $3,250,000
Interest rate to maturity: 6% per annum
Post-maturity interest rate: 9% per annum
+4 more
7 metrics
Promissory Note principal
$3,250,000
Aggregate principal amount of the Note issued to PIE on September 10, 2026
Interest rate to maturity
6% per annum
Interest on the Note until March 10, 2028 maturity date
Post-maturity interest rate
9% per annum
Interest on any unpaid principal after March 10, 2028
Conversion price
$2.838 per share
Price at which principal may be converted into common stock
Potential shares on full conversion
1,145,173 shares
Shares of common stock issuable if the full principal is converted
Conversion period start
November 9, 2026
Earliest date on which PIE may begin converting principal into shares
Maturity date
March 10, 2028
Date when principal and all accrued but unpaid interest are due
Key Terms
Promissory Note, conversion price, Event of Default, accredited investor, +2 more
6 terms
Promissory Note financial
"issued that certain Promissory Note in the aggregate principal amount"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
conversion price financial
"converted into shares of common stock of the Company at a conversion price"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Event of Default financial
"upon the occurrence of an Event of Default (as defined in the Note)"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
accredited investor financial
"PIE is a sophisticated accredited investor with the experience and expertise"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Section 4(a)(2) regulatory
"in reliance upon the exemption from the registration requirements provided by Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
supplemental listing application market
"cause the NYSE American to approve a supplemental listing application"
A supplemental listing application is a request filed with a stock exchange or regulator to add additional securities or a new class of securities that relate to an already listed company—for example extra shares issued after a rights offer, a share consolidation, or a new series of bonds. Investors care because it changes how many tradable instruments exist and who can trade them, which can affect supply, ownership percentages and market liquidity much like adding more seats to a concert changes ticket availability and prices.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did EMPIRE PETROLEUM CORP (EP) announce in this 8-K?
Empire Petroleum issued a $3,250,000 Promissory Note to Petroleum Independent & Exploration, LLC. The Note is convertible into common stock and the company states that proceeds will be used for general working capital purposes.
What are the key terms of the new EP promissory note?
The Note has $3,250,000 principal, a 6% per annum interest rate to March 10, 2028, then 9% per annum on unpaid principal, with all accrued interest payable in cash at maturity or immediately upon an Event of Default.
How and when can the EP note be converted into common stock?
Petroleum Independent & Exploration, LLC may convert all or part of the principal into common stock at a $2.838 per share conversion price, at its option, from November 9, 2026 through the March 10, 2028 maturity date.
Can Empire Petroleum prepay the new note, and on what conditions?
Empire may prepay the Note at any time without penalty or premium, provided it gives PIE at least five business days’ prior written notice, pays each principal payment in cash, and pays all accrued interest in cash.
Under what securities law exemption was the EP note issued?
The Note was issued in a transaction not registered under the Securities Act of 1933, relying on the Section 4(a)(2) exemption. Empire identifies PIE as a sophisticated accredited investor able to evaluate and bear the risks of the investment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
