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Empire Corporation reported a larger quarterly loss and highlighted liquidity pressures alongside new financing actions. For the three months ended March 31, 2026, total revenue was $5.1 million, down from $9.0 million a year earlier, and net loss widened to $6.6 million or $0.18 per share.
Cash rose to $8.8 million as of March 31, 2026, helped by a rights offering that raised about $10.0 million of gross proceeds, while net cash used in operating activities was $1.0 million. Total assets were $78.0 million and stockholders’ equity improved from a deficit to positive $3.7 million.
The company disclosed negative working capital of roughly $12.0 million and expects negative working capital to persist through 2026. It remains in compliance with credit facility covenants and has limited remaining borrowing capacity plus related-party support, and management believes these plans alleviate substantial doubt previously raised about its ability to continue as a going concern.
Empire Petroleum Corporation entered into a Sales Agreement with Roth Capital Partners that allows it to issue and sell up to $30,000,000 of common stock in at-the-market offerings from time to time.
Shares will be sold through Roth as sales agent or principal at prevailing market prices or as otherwise agreed, under the company’s effective Form S-3 shelf registration statement. Empire will pay Roth a 3.0% commission on gross proceeds and reimburse certain expenses. Neither party is obligated to complete any sales, and both can terminate the agreement as provided in the contract.
Empire Petroleum Corporation filed a prospectus supplement to offer up to $7,500,000 of common stock through an at‑the‑market sales agreement with Roth Capital Partners. The Sales Agreement permits sales of common stock up to an aggregate $30,000,000 but, after prior S‑3 sales, $7,500,000 remains available. The company reported 39,782,204 shares issued and outstanding as of April 29, 2026 and a public float of approximately $52,722,432 based on 13,984,730 non‑affiliate shares and a March 3, 2026 price of $3.77. Net proceeds are intended for drilling, workover activity and general corporate purposes; timing and amounts depend on market conditions and company instructions to the Agent.
Empire Petroleum Corporation is asking stockholders to vote at its June 17, 2026 annual meeting on four items: electing three directors, an advisory say‑on‑pay vote, approving a new 2026 stock and incentive compensation plan, and ratifying Grant Thornton LLP as independent auditor for 2026.
The proxy describes a board structure with three common directors elected by common stockholders and three Series A directors elected solely by Series A Voting Preferred holders. As of April 20, 2026, there were 39,779,537 common shares outstanding, with one vote per share.
The company seeks approval of a 2026 Incentive Plan reserving 1,200,000 shares for equity and cash-based awards, replacing the 2024 plan for new grants after effectiveness. As of April 15, 2026, 1,429,186 shares were subject to outstanding awards under predecessor plans and 341,459 shares remained available for issuance under the 2024 plan.
The proxy also details governance practices, committee structures, director independence, insider trading and clawback policies, executive and director compensation, and a related‑party history involving repayment of a $1.06 million loan to an entity controlled by the board chair through issuance of 205,427 shares.
Empire Petroleum director and 10% owner Phil E. Mulacek and related entities exercised subscription rights in the company’s Rights Offering at $2.99 per share on April 15, 2026. These exercises converted subscription rights into common stock across direct holdings and several indirect vehicles.
Following the transactions, Mulacek directly held 9,401,581 shares of common stock. Indirectly, holdings included 44,023 shares held by his spouse, 578,746 shares by Five Sterling LP, 592,318 shares by Big Red Revocable Trust, and 919,812 shares by Petroleum Independent & Exploration LLC. No sales were reported, only acquisitions through derivative exercises.
Energy Evolution Master Fund, Ltd., a 10% owner of Empire Petroleum Corp, exercised subscription rights in the company’s rights offering. The fund exercised rights to acquire 1,855,757 shares of common stock at $2.99 per share, including shares from over-subscription rights.
These shares came from subscription rights that allowed holders of record as of February 2, 2026 to purchase common stock, with each right carrying a basic subscription right and an over-subscription right. After the transaction, the fund directly held 13,151,285 shares of Empire Petroleum common stock.
Empire Petroleum director Mason H. Matschke exercised subscription rights in the company’s rights offering and acquired 5,402 shares of common stock at $2.99 per share. These shares came from exercising 40,864 subscription rights, including over-subscription rights described in the prospectus supplements.
Following the transactions, Matschke holds 418,748 common shares directly and an additional 382,904 common shares indirectly through the Elk Antelope Trust. No derivative subscription rights remain outstanding after this exercise.
Empire Petroleum Corporation reported that its previously announced rights offering was fully subscribed, generating approximately $10.0 million in gross proceeds before expenses. The subscription period ended on March 18, 2026, and investors submitted requests for more than 100% of the securities available.
Each whole share in the rights offering was priced at $2.99. All participating stockholders will receive their basic subscription entitlement, while remaining shares will be allocated pro rata, after eliminating fractional shares, among those who oversubscribed. Earlier prospectus supplements increased the rights offering size from $6.0 million to $10.0 million.
Empire Petroleum Corporation has elected to participate in a new three-well oil and natural gas development program in Louisiana. The company will hold a 25% working interest in the initial well, with its share of drilling and completion costs funded through the issuance of approximately 700,000 shares of common stock.
The initial well in the East Perkins Field in Calcasieu Parish targets proven hydrocarbon-bearing formations where logs, cores and strong reservoir pressure have confirmed both liquid and gas hydrocarbons. Completion operations on the first well are expected to begin in April 2026, followed by initial production testing and potential follow-on development at two additional locations within the same structural trend.