UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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Current Report
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area
code: (
(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 December 29, 2023, Empire North Dakota LLC (“Empire North Dakota”), a wholly owned subsidiary of Empire Petroleum Corporation (the “Company”), and Empire ND Acquisition LLC, a wholly owned subsidiary of the Company (“Empire NDA” and, collectively with Empire North Dakota, “Original Borrowers”), entered into a revolver loan agreement with Equity Bank (the “Credit Facility”). Pursuant to the Credit Facility (a) the initial revolver commitment amount is $10.0 million; (b) the maximum revolver commitment amount is $15.0 million; (c) commencing on January 31, 2024, and occurring on the last day of each calendar month thereafter, the revolver commitment amount is reduced by $150,000; (d) commencing on March 31, 2024, there are scheduled semiannual collateral borrowing base redeterminations each year on March 31 and September 30; (e) the final maturity date is December 29, 2026; (f) outstanding borrowings bear interest at a rate equal to the prime rate of interest plus 1.50%, and in no event lower than 8.50%; (g) a quarterly commitment fee is based on the unused portion of the commitments; and (h) Original Borrowers have the right to prepay loans under the Credit Facility at any time without a prepayment penalty.
The Credit Facility is guaranteed by the Company. Original Borrowers entered into a security agreement, pursuant to which the obligations under the Credit Facility are secured by liens on substantially all of the assets of Original Borrowers. Furthermore, the obligations under the Credit Facility are secured by a continuing, first priority mortgage lien, pledge of and security interest in not less than 80% of Original Borrowers’ producing oil, gas and other leasehold and mineral interests, including without limitation, those situated in the States of North Dakota and Montana.
On November 18, 2024, Original Borrowers entered into the First Amendment to the Credit Facility (the “First Amendment”). Pursuant to the First Amendment (a) the maximum revolver commitment amount was increased to $20.0 million; and (b) commencing on December 31, 2024, and occurring on the last day of each calendar month thereafter, the revolver commitment amount is reduced by $250,000.
On June 18, 2025, Original Borrowers and Empire Texas (defined below) entered into the Second Amendment to the Credit Facility (the “Second Amendment”). The Second Amendment added Empire Texas Development LLC, a wholly owned subsidiary of the Company (“Empire Texas”), as a third borrower to the Original Borrowers (collectively “Borrowers”) to the original Credit Facility and extends the obligation security by liens on substantially all of the assets of Empire Texas.
On December 29, 2025, Borrowers entered into the Third Amendment to the Credit Facility (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (a) the final maturity date was extended to December 29, 2028, (b) Borrowers delivered a replacement promissory note, (c) Empire Texas executed and delivered an amended and restated security agreement, (d) Borrowers paid a fully earned and non-refundable loan extension fee of $50,550, and (e) the Company executed and delivered guarantor acknowledgment and ratification.
The foregoing summary of the Third Amendment is qualified in its entirety by reference to the full terms and conditions of the Third Amendment, a copy of which is filed as Exhibit 10 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
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| 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 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| The following exhibits are filed or furnished herewith. | ||
Exhibit Number
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Description |
| 10 | |
| 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
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| Date: January 5, 2026 | By: | /s/ Michael R. Morrisett | |
Michael R. Morrisett President and Chief Executive Officer |
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EXHIBIT 10
THIRD AMENDMENT TO REVOLVER LOAN AGREEMENT
THIS THIRD AMENDMENT TO REVOLVER LOAN AGREEMENT (this "Third Amendment") is entered into effective as of December 29, 2025, by and among EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END"), EMPIRE ND ACQUISITION LLC, a Delaware limited liability company ("Acquisition", and, together with END, collectively the "Original Borrowers"), and EMPIRE TEXAS DEVELOPMENT LLC, a Delaware limited liability company ("Texas", and, together with the Original Borrowers, collectively, "Borrowers"), and EQUITY BANK, a Kansas banking corporation (the "Bank"). END, Acquisition and Texas are sometimes collectively referred to herein as a "Borrower" and collectively as the "Borrowers".
W I T N E S S E T H:
WHEREAS, Original Borrowers and Bank are parties to that certain Revolver Loan Agreement dated as of December 29, 2023, as amended by the First Amendment to Revolver Loan Agreement dated November 18, 2024, as amended by that certain Second Amendment to Revolver Loan Agreement dated June 18, 2025, which added Texas as a co-borrower (as amended, collectively, the "Existing Loan Agreement"), pursuant to which Bank established and continued a revolving line of credit facility in the maximum principal amount of $20,000,000.00 for the benefit of Borrowers (the "Existing Commitment"), as evidenced by that certain promissory note dated as of June 18, 2025 in the stated maximum principal amount of $20,00,000.00 (the "Note"), until the existing maturity date of December 29, 2026 (the "Existing Maturity Date").
WHEREAS, to induce the Bank to continue the Existing Commitment and to consider future modifications and renewals of the Existing Loan Agreement, the Borrowers have requested that the Existing Maturity Date be extended to December 29, 2028 (the "Revolver Final Maturity Date") thereto, all upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is acknowledged by the parties hereto, the parties agree as follows:
| 1. | Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Existing Loan Agreement. |
"Revolver Final Maturity Date" shall mean December 29, 2028, unless otherwise extended or renewed in writing by the mutual agreement of the Borrowers and the Bank.
| 2. | Maturity Date. All references to the Revolver Final Maturity Date in the Existing Loan Agreement and other Loan Documents shall hereafter refer to the December 29, 2028. |
| 3. | Extension of the Existing Commitment. The Existing Commitment is hereby extended in the current maximum principal amount of $20,000,000.00 until the Revolver Final Maturity Date and will be evidenced by that certain replacement promissory note dated as of even date herewith in the maximum principal amount of $20,000,000.00 (the "Replacement Note") subject to the terms and conditions described below. The unpaid principal balance of the Replacement Note shall accrue interest and be payable as set forth therein. All references to the Note in the Existing Loan Agreement and other Loan Documents shall hereafter refer to the Replacement Note. |
| 4. | Amended and Restated Security Agreement. At the request of Bank, and to further secure the Indebtedness, Original Borrowers shall execute and deliver to the Bank that certain Third Amended and Restated Security Agreement (the "Third Amended and Restated Security Agreement") and Texas shall execute and deliver to the Bank that certain Amended and Restated Security Agreement (the "Texas Amended and Restated Security Agreement"), both in form and substance satisfactory to Bank. |
| 5. | Loan Extension Fee. Borrowers shall pay to the Bank a fully earned and non-refundable loan extension fee of $50,550.00 (calculated by multiplying 30 basis points (0.30%) by the existing commitment amount of $16,850,000.00). |
| 6. | Guaranty Ratification. Borrowers shall cause the Guarantor to execute and deliver to the Bank the Guarantor Acknowledgment and Ratification attached hereto (the "Guarantor Ratification"). |
| 7. | Conditions Precedent. Borrowers shall execute and deliver, or cause to be executed and delivered to the Bank, each of the following as express conditions precedent to the effectiveness of the amendments and modifications contemplated by this Third Amendment: |
| a. | This Third Amendment; |
| b. | Replacement Revolver Note; |
| c. | The Texas Amended and Restated Security Agreement; |
| d. | The Third Amended and Restated Security Agreement; |
| e. | The Guarantor Ratification; |
| f. | Modifications of the of the North Dakota and Montana Mortgages; |
| g. | Closing certificates from Borrowers and Guarantor in form, scope and substance acceptable to the Bank; and |
| h. | Such updated financial statements and information on Borrowers and the Guarantor as the Bank shall request. |
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| 8. | Ratification and Continuation. The remaining terms, provisions and conditions set forth in the Existing Loan Agreement shall remain in full force and effect as long as any Indebtedness of the Borrowers is owing to the Bank and/or the Commitment remains in effect. The Borrowers restate, confirm and ratify the warranties, covenants and representations set forth in the Existing Loan Agreement (except the representations and warranties that specify a specific date or period of time) and further represents to the Bank that, as of the date hereof, no Default or Event of Default exists under the Loan Agreement (including this Third Amendment). All references to the "Loan Agreement" appearing in any of the Loan Documents shall hereafter be deemed references to the Existing Loan Agreement as amended, modified and supplemented by this Third Amendment. In the event of any inconsistency between the terms of this Third Amendment and the terms of the Existing Loan Agreement, the terms of this Third Amendment shall control and govern, and the agreements shall be interpreted so as to carry out and give full effect to the intent of this Third Amendment. Each of the Borrowers and the Bank hereby adopt, ratify and confirm the Loan Agreement, as amended hereby, and acknowledge and agree that the Loan Agreement and all other Loan Documents, are and remain in full force and effect. Borrowers acknowledge and agree that its liabilities and obligations under the Loan Agreement and all other Loan Documents, including the Security Instruments, are not impaired in any respect by this Third Amendment. Borrowers further ratify, confirm, and continue the mortgage liens and security interests granted thereby pursuant to the Existing Loan Agreement and Loan Documents and hereby grant and regrant such mortgage liens and security interests in favor of the Bank. |
| 9. | Fees and Expenses. The Borrowers agree to pay to the Bank on demand all costs, fees and expenses (including without limitation reasonable attorneys' fees and legal expenses) incurred or accrued by the Bank in connection with the preparation, negotiation, execution, closing, delivery, and administration of the Loan Agreement (including this Third Amendment) and the other Loan Documents (including Security Instruments), or any amendment, waiver, consent or modification thereto or thereof, or any enforcement thereof. |
| 10. | SUBMISSION TO JURISDICTION. BORROWERS AND THE BANK HEREBY CONSENT TO THE JURISDICTION OF ANY OF THE LOCAL, STATE, AND FEDERAL COURTS LOCATED WITHIN TULSA COUNTY, OKLAHOMA AND WAIVE ANY OBJECTION BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. |
| 11. | WAIVER OF JURY TRIAL. BORROWERS AND THE BANK FULLY, VOLUNTARILY AND EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THE LOAN AGREEMENT (INCLUDING THIS THIRD AMENDMENT) OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THE EXISTING LOAN AGREEMENT, THE SECURITY INSTRUMENTS AND/OR ANY OTHER LOAN DOCUMENT. BORROWERS AND THE BANK AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. |
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| 12. | Counterparts. This Third Amendment may be executed in multiple counterparts, each of which, when so executed, shall constitute an original copy. Transmission by facsimile or electronic transmission (e.g., pdf format) of an executed counterpart of this Third Amendment by any party shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile or electronic transmission shall be deemed to be an original counterpart of this Third Amendment. |
| 13. | Governing Law. This Third Amendment shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Oklahoma. |
| 14. | Release. In consideration of the amendments contained herein, Borrowers hereby waive and release the Bank from any and all claims and defenses, known or unknown, as of the effective date of this Third Amendment, with respect to the Loan Agreement (including this Third Amendment) and the Loan Documents and the transactions contemplated thereby. |
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Revolver Loan Agreement to be duly executed and delivered by the respective duly authorized representatives of Borrowers to the Bank in Tulsa, Oklahoma, effective as of the day and year first above written.
| BORROWERS: | EMPIRE
NORTH DAKOTA LLC,
By: /s/ Michael R. Morrisett Name: Michael R. Morrisett Title: President
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EMPIRE
ND ACQUISITION LLC,
By: /s/ Michael R. Morrisett Name: Michael R. Morrisett Title: President
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EMPIRE
TEXAS DEVELOPMENT LLC,
By: /s/ Michael R. Morrisett Name: Michael R. Morrisett Title: President
| |
Third Amendment to Revolver Loan Agreement Signature Page
| BANK: | EQUITY BANK, a Kansas banking corporation
By: /s/ Terry Blain Terry
Blain, Senior Vice |
Third Amendment to Revolver Loan Agreement Signature Page
GUARANTOR ACKNOWLEDGMENT AND RATIFICATION
The undersigned guarantor (the "Guarantor") hereby acknowledges, ratifies, confirms, restates and continues in full force and effect in favor of EQUITY BANK (the "Bank") the continuing validity, effectiveness and enforceability of that certain Guaranty Agreement from Guarantor, dated as of December 29, 2023 (the "Guaranty Agreement"), issued by Guarantor to the Bank pursuant to that certain Revolver Loan Agreement by and among Empire North Dakota LLC, a Delaware limited liability company and Empire ND Acquisition LLC, a Delaware limited liability company, as original borrowers (collectively, the "Original Borrowers"), and Bank, as lender, dated as of December 29, 2023, as amended by the First Amendment to Revolver Loan Agreement dated November 18, 2024, as amended by that certain Second Amendment to Revolver Loan Agreement dated June 18, 2025, which added Empire Texas Development LLC, a Delaware limited liability company ("Texas", and, together with Original Borrowers, collectively, the "Borrowers"), as a co-borrower, and as amended by that certain Third Amendment to Revolver Loan Agreement by and among Borrowers and Bank dated effective as of December 29, 2025 (the "Third Amendment", and together with the Existing Loan Agreement, collectively, the "Loan Agreement"), all as more particularly described and defined in the Loan Agreement, with the same force and effect as if such Guaranty Agreements were fully restated herein.
The undersigned Guarantor acknowledges, approves and consents to the terms and provisions of the Third Amendment.
A facsimile signature page may be delivered to the Bank with the same force and effect as a manually executed signature page and delivery of such facsimile signature page shall constitute a covenant of Guarantor that a manually executed signature page will be promptly and timely delivered to the Bank.
[Signature Page Follows]
Guarantor Acknowledgment - 1
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered to Bank in Tulsa, Oklahoma, effective as of the date first above written.
| GUARANTOR: | EMPIRE PETROLEUM CORPORATION, a Delaware corporation
By: /s/ Michael R. Morrisett Michael R. Morrisett, President
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Guarantor Acknowledgment - 2