Empire Petroleum (EP) sets record date for $6.0M rights offering

Rhea-AI Filing Summary

Empire Petroleum Corporation plans a registered rights offering of up to $6.0 million. The company set a record date of February 2, 2026, after which holders of its common stock will receive one subscription right for each share they own as of the close of business on that date. Each subscription right will allow its holder to purchase 0.057 shares of common stock at a subscription price of $2.99 per whole share. Details of the rights offering will be provided in a prospectus supplement to be filed when the offering is launched.

Insights

Capital markets and corporate finance analyst

Empire Petroleum outlines a modest rights offering to raise up to $6.0M.

Empire Petroleum Corporation disclosed plans for a registered rights offering of up to $6.0 million, giving existing common stockholders the opportunity to buy additional shares. Each shareholder of record as of the close of business on February 2, 2026 will receive one subscription right per share held, and each right permits the purchase of 0.057 shares at $2.99 per whole share.

A rights offering lets a company seek new equity capital while allowing current holders to maintain their relative ownership if they participate. The actual impact on the shareholder base will depend on how many rights are exercised and the final take-up level, which are not specified here. Further information, including full terms and any additional features such as over-subscription privileges if applicable, is expected in the prospectus supplement that the company plans to file when the offering is launched.

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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):

JANUARY 21, 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. ☐

Item 8.01 Other Events.

On January 21, 2026, Empire Petroleum Corporation (the “Company”) announced a record date of February 2, 2026 (the “Record Date”) for a registered rights offering of up to $6.0 million. Under the terms of the rights offering, the Company will distribute at no charge to holders of its common stock, par value $0.001 per share (“Common Stock”), as of the close of business on the Record Date, one subscription right for each share of Common Stock owned by such holder. Each subscription right entitles the holder of the subscription rights to purchase 0.057 shares of common stock at a subscription price of $2.99 per whole share. More details of the rights offering will be included in a prospectus supplement to be filed when the offering is launched.

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	Press release dated January 21, 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:    January 21, 2026	By:	/s/ Michael R. Morrisett
		Michael R. Morrisett President and Chief Executive Officer

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FAQ

What did Empire Petroleum Corporation (EP) announce in this 8-K?

Empire Petroleum Corporation announced that it is planning a registered rights offering of up to $6.0 million of its common stock, with more details to come in a prospectus supplement.

What is the record date for Empire Petroleum’s rights offering?

The record date for Empire Petroleum’s rights offering is February 2, 2026, based on stockholders of record as of the close of business on that date.

How many shares can each Empire Petroleum subscription right purchase?

Each subscription right entitles the holder to purchase 0.057 shares of Empire Petroleum common stock at the set subscription price.

What is the subscription price in Empire Petroleum’s rights offering?

The subscription price in Empire Petroleum’s rights offering is $2.99 per whole share of common stock.

Who will receive subscription rights in Empire Petroleum’s rights offering?

Holders of Empire Petroleum common stock as of the close of business on February 2, 2026 will receive one subscription right for each share they own.

Is the Empire Petroleum rights offering currently an offer to sell securities?

No. The disclosure states that it does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such actions would be unlawful before proper registration or qualification.