8-K
Empire Petroleum Corp (EP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
**PursuantTo 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.) |
2200S. 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<br> CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br> CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> 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 “RecordDate”) 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<br>following exhibits are filed or furnished herewith. | |
| Exhibit<br><br> <br>Number<br><br> <br>**** | ****<br><br> <br>Description |
| --- | --- |
| 99.1 | Press<br> release dated January 21, 2026. |
| 104 | Cover<br> 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:<br> January 21, 2026 | By: | /s/ Michael<br> R. Morrisett |
| Michael<br> R. Morrisett<br><br> <br><br><br> <br>President<br> and Chief Executive Officer |
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EXHIBIT99.1
EMPIREPETROLEUM ANNOUNCES RECORD DATE FOR PROPOSED RIGHTS OFFERING
**TULSA,Okla.,**January 21, 2026 -- (BUSINESS WIRE) -- Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced today that its Board of Directors has fixed the close of business on February 2, 2026 as the record date (the “Record Date”) for a subscription rights offering (“Rights Offering”) pursuant to which it intends to raise gross proceeds of up to approximately $6.0 million. 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 held. Each subscription right will entitle the holder to purchase 0.057 shares of Common Stock at a subscription price of $2.99 per whole share. If fully subscribed, this would result in the issuance of an aggregate of approximately 2.0 million shares of Common Stock. The subscription rights are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights will be entitled to over-subscribe for additional shares of Common Stock, subject to proration.
The Rights Offering is expected to expire at 5:00 p.m., Eastern Time, on February 27, 2026 (“Expiration Date”), subject to extension or earlier termination.
The Company reserves the right, in its sole discretion, to amend or modify the terms of the Rights Offering. The Company also reserves the right to terminate the Rights Offering at any time prior to the Expiration Date for any reason, in which event all funds received in connection with the Rights Offering will be returned without interest or deduction to those persons who exercised their subscription rights as soon as practicable.
Holders of subscription rights who hold their shares directly will receive a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificates, and deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address set forth in the prospectus supplement.
The Rights Offering will be more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on or about the Record Date. Once available, a copy of the prospectus, prospectus supplement or further information with respect to the Rights Offering may be obtained by contacting Securities Transfer Corporation, the subscription and information agent for the Rights Offering, at (469) 633-0101.
This news releaseshall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitationor sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such state.
ABOUTEMPIRE PETROLEUM
Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
SAFEHARBOR STATEMENT
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s estimates, strategy, and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, uncertainties associated with legal and regulatory matters, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.
CONTACTS
Empire Petroleum Corporation
Mike Morrisett
President & CEO
539-444-8002
Info@empirepetrocorp.com
Kali Carter
Communications & Investor Relations Manager
918-995-5046
IR@empirepetrocorp.com
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