false
0000887396
0000887396
2026-11-09
2026-11-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
NOVEMBER
9, 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
1.01. | Entry
into a Material Definitive Agreement. |
On
November 9, 2026, Empire Petroleum Corporation (the “Company”) issued that certain Promissory Note in the aggregate principal
amount of $6,750,000 (the “Note”) to Energy Evolution Master Fund, Ltd., a Caymon Islands exempted company (“Energy
Evolution”). As of November 9, 2026, Energy Evolution has advanced the Company $6,750,000 under the Note. The proceeds of the Note
will be used by the Company for general working capital purposes.
The
Note matures on May 9, 2028 (the “Maturity Date”) and accrues interest at the rate of 6% per annum. After the Maturity
Date, any principal balance of the Note remaining unpaid accrues interest at the rate of 9% per annum. All accrued but unpaid interest
is payable in cash on the Maturity Date, except upon the occurrence of an Event of Default (as defined in the Note), in which case all
accrued and unpaid interest shall immediately be due and payable.
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 $2.16 per share (the “Conversion Price”), at the option of Energy Evolution, at any time and from time to time from
the period beginning on January 9, 2027 and ending on the Maturity Date. If the full principal amount of the Note is converted into shares
of common stock of the Company, 3,125,000 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 Energy Evolution and without penalty or premium, provided
that the Company provides Energy Evolution with at least five business days prior written notice, each principal payment is made in cash
and all accrued interest is paid in cash.
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 as soon as reasonably practicable.
For
a description of any material relationship between the Company and Energy Evolution, see the Company’s definitive proxy statement
for its 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 30,
2026 and the Company’s Form 10-Q for the quarter ended September 30, 2026 filed with the SEC on November 13, 2026.
The
foregoing summary of the Note is qualified in its entirety by reference to the full terms and conditions of the Note, a copy of which
is filed as Exhibit 10 to this Current Report on Form 8-K and is 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 was 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. Energy Evolution
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 |
| 10 |
Empire Petroleum Corporation Promissory Note Due May 9, 2028 in the aggregate principal amount of $6,750,000 in favor of Energy Evolution Master Fund, Ltd. |
| 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: November
13, 2026 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
4
