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):
APRIL
30, 2022
_______________________________
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**, Suite150** , 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 $.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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(b) Effective April 30, 2022, Anthony Kamin resigned from the Board of Directors of Empire Petroleum Corporation (the “Company”). Mr. Kamin did not resign because of a disagreement with the registrant, but rather retired from his service on the Board of Directors to pursue passive investing.
(d) Effective April 30, 2022, the Board of Directors of the Company unanimously approved the election of Vice Admiral Andrew Lewis to fill the vacancy caused by Mr. Kamin’s retirement for a term expiring at the next annual meeting of stockholders and until his successor is duly elected or chosen and qualifies, unless he sooner dies, resigns or is removed. The Board of Directors of the Company also unanimously approved the appointment of Vice Admiral Lewis to the Audit Committee of the Board of Directors.
Vice Admiral Lewis, as a non-employee director of the Company, will receive the same compensation provided to all non-employee members of the Board of Directors. The compensation of non-employee directors of the Company is described under “Director Compensation” of Item 11 to the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2022. Accordingly, Vice Admiral Lewis will participate in the compensation structure appliable to the entire Board of Directors, as may be amended from time to time.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 2, 2022, the Company issued a press release announcing the election of Vice Admiral Lewis as a director of the Company. A copy of the press release is being furnished and is attached as Exhibit 99 hereto and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the press release shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and such exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
The following exhibits are filed or furnished herewith.
| Exhibit<br> <br>Number | ****<br><br>Description |
|---|---|
| 99 | Press Release of Empire Petroleum Corporation dated May 2, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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: May 5,<br> 2022 | By: | /s/ Michael R. Morrisett |
| Michael<br> R. Morrisett<br><br> <br><br><br> <br>President |
3
Exhibit****99
Vice Admiral AndrewLewis Appointed as Board Member
Lewis’ LeadershipSpans Over 36 Years of Distinguished Military Service
TULSA, OK / May 2,2022 / (BUSINESS WIRE) Empire Petroleum (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in Texas, Louisiana, North Dakota, Montana and New Mexico, announced today the appointment of Vice Admiral Andrew Lewis as Board Member, effective immediately. Vice Admiral Lewis replaces Anthony Kamin, who has served Empire as a Director since December 2016 and recently as Co-Chairman of the Board.
Vice Admiral Andrew Lewis was raised in Los Altos, California, and is a 1985 graduate of the U.S. Naval Academy. He was designated a Naval Aviator in April 1987 and has flown over 100 combat missions, accumulating over 5,300 flight hours and 1,100 carrier landings.
Lewis previously served as the Deputy Chief of Naval Operations for Operations, Plans and Strategy, vice director for Operations, and director of Fleet Training at Fleet Forces Command. His command tours included Carrier Strike Group 12, Naval Strike and Air Warfare Center, Carrier Air Wing (CVW) 3, Strike Fighter Squadron (VFA) 106, and Strike Fighter Squadron (VFA) 15. In 2018, Lewis was named Commander of the U.S. Second Fleet and NATO Joint Force Command Norfolk.
Following retirement from a 36-year military career in 2021, Lewis joined Business Executives for National Security. As Senior Vice President of Policy and Projects, Vice Admiral Lewis has worked collaboratively with business executives and leaders in the federal government’s national security enterprise to apply best business practices in addressing the nation’s most pressing security challenges.
“The entire Board is thrilled to have Vice Admiral Lewis join us. His experience re-establishing the Second Fleet in 2018 has been said to have been the military equivalent of establishing two successful startup companies responsible for maritime security in the Atlantic and into the Arctic. His experience should prove invaluable to our Board,” said Tommy Pritchard, Chief Executive Officer.
“We want to thank Tony for being an integral part of the Company since 2016. He has been instrumental in the company’s tremendous growth and we truly appreciate his leadership. We wish Tony the very best in his future endeavors.”, said Mike Morrisett, President. “I also want to extend a warm welcome to Vice-Admiral Lewis as a new member of the Board of Directors.”
About Empire Petroleum
Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in Texas, Louisiana, North Dakota, Montana and New Mexico. Management is focused on targeted acquisitions of proved developed assets with synergies with its existing portfolio of wells. More information about Empire can be found at www.empirepetrocorp.com.
Safe Harbor 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, 2021, 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, and other risks and uncertainties related to the conduct of business by the Company.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220502005472/en/
Contact Information
Empire:
Tommy Pritchard, CEO
Mike Morrisett, President
539-444-8002
Investor Relations:
Stephanie Prince
PCG Advisory
(646) 863-6341