EP 8-K
Empire Petroleum Corp (EP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
Current Report
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (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 $.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 October 1, 2024, Empire Petroleum Corporation (the “Company”) announced the launch of a $10.0 million registered rights offering. Under the terms of the rights offering, the Company will grant, at no charge, to each stockholder as of the close of business on the record date of September 30, 2024, one non-transferable subscription right for each whole share of common stock owned by that stockholder on the record date. Each subscription right will entitle a rights holder to purchase 0.063 shares of the Company’s common stock at a subscription price equal to $5.05 per whole share (subject to rounding down to avoid the issuance of fractional shares). The rights offering will also include an oversubscription privilege, which will entitle stockholders who fully exercise their subscription rights the right to purchase at the same exercise price additional shares of common stock in the rights offering that other stockholders do not purchase, subject to availability and pro-rata allocation of shares among rights holders exercising such oversubscription privilege. No fractional shares of common stock will be issued in the rights offering. The subscription rights will expire if they are not exercised by 5:00 p.m. Eastern time on October 16, 2024 (unless extended). More details of the rights offering are set forth in a prospectus supplement dated, and filed with the U.S. Securities and Exchange Commission on October 1, 2024.
Certain documents related to the rights offering are filed as Exhibits 99.1 through 99.5 hereto. In addition, on October 1, 2024, the Company issued a press release announcing the commencement of the rights offering. A copy of the press release is filed as Exhibit 99.6 hereto.
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 following exhibits are filed or furnished herewith. | ||
Exhibit Number
|
Description |
|
|
Opinion of Porter Hedges LLP |
| 99.1 | Form of Rights Certificate
|
| 99.2 | Form of Letter to Stockholders who are Record Holders
|
| 99.3 | Form of Letter to Stockholders who are Nominee Holders
|
| 99.4 | Form of Letter to Clients of Stockholders who are Nominee Holders
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| 99.5 | Form of Beneficial Owner Election Form
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| 99.6 | Press release dated October 1, 2024
|
| 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: October 1, 2024 | By: | /s/ Michael R. Morrisett | |
Michael R. Morrisett President and Chief Executive Officer |
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EXHIBIT 5.1
 |
1000 Main Street, 36th Floor Houston, Texas 77002-6341 (713) 226-6000 Main porterhedges.com
|
October 1, 2024
Empire Petroleum Corporation
2200 S. Utica Place, Suite 150
Tulsa, Oklahoma 74114
Ladies and Gentlemen:
We have acted as counsel to Empire Petroleum Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company of a prospectus supplement dated October 1, 2024 (the “Prospectus Supplement”) under the Registration Statement (the “Registration Statement”) on Form S-3 (Registration No. 333-274327) filed by the Company on September 1, 2023 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus dated September 22, 2023 (together with the Prospectus Supplement, the “Prospectus”), relating to the issuance by the Company to its stockholders of non-transferable subscription rights (the “Rights”) entitling the holders thereof to purchase up to 1,980,198 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The Prospectus relates to (i) the Rights and (ii) the shares of Common Stock that may be issued and sold by the Company upon the exercise of the Rights.
For purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the Certificate of Incorporation and Bylaws, each as amended to date, of the Company; (ii) the Registration Statement; (iii) the Prospectus; and (iv) the corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.
In making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to the original documents of all documents submitted to us as copies thereof.
Based on the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that the shares of Common Stock issuable upon exercise of the Rights are duly authorized and, when such shares are issued and delivered upon the exercise of Rights and the receipt of the consideration payable therefor in accordance with their terms as described in the Registration Statement, the Prospectus and the Prospectus Supplement, such shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K. We also consent to the references to our Firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not hereby admit we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very
truly yours,
/s/ Porter Hedges LLP
PORTER HEDGES LLP
EXHIBIT 99.1
Rights Certificate Number:_________
Number of Rights: ________
EMPIRE PETROLEUM CORPORATION
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Subscription Rights to Purchase
Shares of Common Stock
of Empire Petroleum Corporation
Subscription Price: $5.05 per Share
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON OCTOBER 16, 2024, UNLESS EXTENDED BY THE COMPANY
Dear Stockholder:
As the registered owner of this Rights Certificate, you are the owner of the number of subscription rights shown above. You have been issued, at no charge, one subscription right for each share of common stock that you held on September 30, 2024. The subscription rights entitle you to subscribe for shares of common stock, par value $0.001 per share, of Empire Petroleum Corporation (the “Company”). Each subscription right will entitle the holder to purchase 0.063 shares of our common stock at the subscription price of $5.05 per share (the “Subscription Price”). If you subscribe for all of the shares available to you, you are also entitled to subscribe for additional shares (subject to pro-ration) at the Subscription Price. The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated October 1, 2024 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”).
THESE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE.
You have four choices:
| 1. | You can subscribe for all of the shares underlying the number of rights listed at the top of this page; | |
| 2. | You can subscribe for less than all of the shares underlying the number of rights listed above, and allow the rest of your subscription rights to expire; | |
| 3. | If you have subscribed for all of such shares (exercised your subscription right in full), then you can also subscribe for additional shares of common stock, subject to an allocation process as described in the Prospectus; or | |
| 4. | If you do not want to purchase any shares, you can disregard this material. |
To subscribe for any number of shares, full payment of the Subscription Price is required for each share of common stock you are subscribing for (including under the over-subscription right). You must complete the reverse side of this form to subscribe for new shares.
Date: October 1, 2024
| EMPIRE PETROLEUM CORPORATION | ||
| ||
| By: | ||
| Name: Michael Morrisett Title: Chief Executive Officer | ||
| 1 |
DELIVERY OPTIONS FOR RIGHTS CERTIFICATE
Deliver by mail, hand or overnight courier to:
Securities Transfer Corporation
2901 North Dallas Parkway, Suite 380
Plano, Texas 75093
(469) 633-0101
Delivery other than in the manner or to the address listed above will not constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
If you wish to subscribe for shares pursuant to your subscription right in full or a portion thereof:
I subscribe for ____________ shares x $5.05= $______________________
(Line 1)
If you subscribed for your subscription right in full and wish to subscribe for additional shares pursuant to the Over-Subscription Right:
I subscribe for ____________ shares x $5.05= $______________________
(Line 2)
Total amount of payment enclosed (sum of line 1 and line 2): $______________________
If you fully exercise your subscription right and other stockholders do not fully exercise their subscription rights, you will have an over-subscription right that entitles you to purchase, at the same subscription price, additional shares of common stock that remain unsubscribed at the expiration date for the Rights Offering. The available shares of common stock issuable will be distributed proportionately among rights holders who exercise their over-subscription right, based on the number of shares each rights holder subscribed for under the subscription right until either all shares of common stock have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier.
I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.
______________________________________________
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.
If you wish to have your shares delivered to an address other than that shown on front, your signature must be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
Signature Guaranteed: ____________________________________________________________________________________________
(Name of Bank or Firm)
______________________________________________________________________________________________________________
(Signature of Officer)
FOR INSTRUCTIONS ON THE USE OF THE RIGHTS CERTIFICATES, CONSULT SECURITIES TRANSFER CORPORATION, THE SUBSCRIPTION AGENT, AT THE ADDRESS OR TELEPHONE NUMBER INDICATED ABOVE.
| 2 |
Method of Payment (Check One)
| [_] | Uncertified personal check, payable to “Securities Transfer Corporation, as Subscription Agent.” Please note that funds paid by uncertified personal check may take at least five business days to clear. Accordingly, subscription rights holders who wish to pay the purchase price by means of an uncertified personal check are urged to make payment sufficiently in advance of the expiration date to ensure that such payment is received and clears by the expiration date, and are urged to consider payment by means of a certified or bank check, money order or wire transfer of immediately available funds. |
| [_] | Certified check or bank check drawn on a U.S. bank or money order, payable to “Securities Transfer Corporation, as Subscription Agent.” |
| [_] | Wire transfer of immediately available funds directed to the account maintained by the Subscription Agent, Securities Transfer Corporation, at: |
Bank Name: EagleBank
Bank Address: 7735 Old Georgetown Rd Ste 100, Bethesda, MD 20814
Routing Number: 055003298
Name of Beneficiary: Securities Transfer Corporation
As Escrow Agent for Empire Petroleum Rights Offering
2901 Dallas Parkway Suite 380
Plano, TX 75093
Account Number of Beneficiary: 200429579
| ***Purpose: | Empire Petroleum Rights Offering |
International
Bank Name: EagleBank
Bank Address: 7735 Old Georgetown Rd Ste 100, Bethesda, MD 20814
| Swift: | EAGEUS33 |
Name of Beneficiary: Securities Transfer Corporation
As Escrow Agent for Empire Petroleum Rights Offering
Account Number of Beneficiary: 200429579
Beneficiary Address: 2901 Dallas Parkway, Suite 380, Plano, TX 75093
*** Purpose: Empire Petroleum Rights Offering
*** Beneficiary Info (OBI) MUST be included. If it is not included your wire may be rejected and/or credit to your account may be delayed***
If the amount enclosed or transmitted is not sufficient to pay the purchase price for all shares of common stock that are subscribed for, or if the number of shares of common stock being subscribed for is not specified, the number of shares of common stock subscribed for will be assumed to be the maximum number that could be subscribed for upon payment of such amount. If the amount enclosed or transmitted exceeds the purchase price for all shares of common stock that the undersigned has subscribed or over-subscribed for, Securities Transfer Corporation shall return the excess to the subscriber without interest or deduction as soon as practicable after the expiration of the offering.
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EXHIBIT 99.2
EMPIRE
PETROLEUM CORPORATION
1,980,198 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
October 1, 2024
Dear Security Holders:
This notice is being distributed by Empire Petroleum Corporation (the “Company”) to all holders of record of shares of its common stock, par value $0.001 per share (the “Common Stock”), at the close of business on September 30, 2024 (the “Record Date”), in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the Record Date. The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated October 1, 2024 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”).
In the Rights Offering, the Company is offering an aggregate of 1,980,198 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on October 16, 2024, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.063 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on September 20, 2024. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $5.05 per share of Common Stock (the “Subscription Price”).
Phil E. Mulacek, Chairman of the Board of the Company (“Mulacek”) owns approximately 20.3% of our common stock outstanding prior to the rights offering, and Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”) owns approximately 31.4% of our common stock outstanding prior to the rights offering. Mulacek and EEF have indicated their intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to their subscription rights, as well as their intent to fully exercise their over-subscription rights to purchase their proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, Mulacek and EEF have indicated that they intend to fully exercise their Over-Subscription Rights relating to their portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
The Subscription Rights will be evidenced by a subscription certificate (the “Subscription Certificate”) registered in the Record Date Stockholder’s name.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A Subscription Certificate; and
3. A return envelope addressed to Securities Transfer Corporation.
Your prompt action is requested. As indicated in the Prospectus, to exercise your Subscription Rights you should deliver to Securities Transfer Corporation prior to 5:00 p.m., Eastern Time, on the Expiration Date, a properly completed and executed Subscription Certificate with payment of the estimated Subscription Price in full for each Common Share subscribed for pursuant to the Subscription Rights and/or Over-Subscription Rights (if applicable). FAILURE TO RETURN THE PROPERLY COMPLETED RIGHTS CERTIFICATE WITH THE CORRECT PAYMENT WILL RESULT IN YOUR NOT BEING ABLE TO EXERCISE YOUR RIGHTS. A Rights holder cannot revoke the exercise of its Rights. Rights not exercised prior to the Expiration Date will expire.
Additional copies of the enclosed materials and assistance or information may be obtained from Securities Transfer Corporation. Their telephone number is (469) 633-0101 and their e-mail address is [email protected].
Very
truly yours,
EMPIRE PETROLEUM CORPORATION
EXHIBIT 99.3
EMPIRE
PETROLEUM CORPORATION
1,980,198 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
October 1, 2024
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees by Empire Petroleum Corporation (the “Company”) in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the close of business on September 30, 2024 (the “Record Date”). The Rights Offering is described in the Company’s enclosed Prospectus Supplement, dated October 1, 2024 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”). We are requesting that you contact your clients for whom you hold Common Stock, and who are to receive the Subscription Rights distributable with respect to those shares, regarding the Rights Offering.
In the Rights Offering, the Company is offering an aggregate of 1,980,198 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on October 16, 2024, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.063 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on September 20, 2024. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $5.05 per share of Common Stock (the “Subscription Price”).
Phil E. Mulacek, Chairman of the Board of the Company (“Mulacek”) owns approximately 20.3% of our common stock outstanding prior to the rights offering, and Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”) owns approximately 31.4% of our common stock outstanding prior to the rights offering. Mulacek and EEF have indicated their intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to their subscription rights, as well as their intent to fully exercise their over-subscription rights to purchase their proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, Mulacek and EEF have indicated that they intend to fully exercise their Over-Subscription Rights relating to their portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
The Subscription Rights will be evidenced by a subscription certificate (the “Subscription Certificate”) registered in the Record Date Stockholder’s name.
We are asking that you contact your clients for whom you hold shares of Common Stock registered in your name(s) or in the name(s) of your nominee(s) to obtain instructions with respect to the Subscription Rights. If you hold Subscription Rights for the account of more than one client, you may aggregate your exercise of Subscription Rights for all your clients, provided that you identify the number of Subscription Rights you are exercising for each client.
Securities dealers, commercial banks, trust companies and other nominees will be required to certify to Securities Transfer Corporation, before any Over-Subscription Rights may be exercised with respect to any particular beneficial owner, as to the aggregate number of Subscription Rights exercised and the number of shares of Common Stock subscribed for pursuant to any Over-Subscription Rights by such beneficial owner and that such beneficial owner’s subscription was exercised in full. Nominee holder over-subscription forms and beneficial owner certification forms will be distributed to banks, broker-dealers, Directors and other nominee holders of rights with the Subscription Certificates.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses paid to Securities Transfer Corporation, incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription Rights, and none of such commissions, fees or expenses will be paid by the Company or Securities Transfer Corporation.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A Subscription Certificate;
3. A form of letter and Beneficial Owner Election Form, on which you may obtain your clients’ instructions with regard to the Rights Offering; and
4. A return envelope addressed to Securities Transfer Corporation.
Your prompt action is requested. As indicated in the Prospectus, to exercise your Subscription Rights you should deliver to Securities Transfer Corporation prior to 5:00 p.m., Eastern Time, on the Expiration Date, a properly completed and executed Subscription Certificate with payment of the estimated Subscription Price in full for each Common Share subscribed for pursuant to the Subscription Rights and/or Over-Subscription Rights (if applicable).
Additional copies of the enclosed materials and assistance or information may be obtained from Securities Transfer Corporation. Their telephone number is (469) 633-0101 and their e-mail address is [email protected].
Very truly yours,
Empire Petroleum Corporation
___________________________________
Nothing in the Prospectus Supplement or in the enclosed documents shall constitute you or any person as an agent of Empire Petroleum Corporation, the Subscription Agent or any other person making or deemed to be making offers of the securities issuable upon valid exercise of the rights, or authorize you or any other person to make any statements on behalf of any of them with respect to the offering except for statements made in the Prospectus Supplement.
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EXHIBIT 99.4
EMPIRE PETROLEUM CORPORATION
1,980,198 Shares of Common Stock
Offered Pursuant to Rights Distributed to Security Holders
October 1, 2024
To Our Clients:
Enclosed for your consideration is a prospectus supplement, dated October 1, 2024 (the “Prospectus Supplement”), and its accompanying prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”) in connection with an offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Subscription Rights are being distributed to all holders of record of Common Stock (“Record Date Stockholders”) as of the close of business on September 30, 2024 (the “Record Date”).
In the Rights Offering, the Company is offering an aggregate of 1,980,198 shares of Common Stock to be issued upon the exercise of the Subscription Rights and Over-Subscription Rights (as defined below), which are described further in the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on October 16, 2024, unless the Company extends the Rights Offering period as described in the Prospectus (such date and time, as it may be extended, the “Expiration Date”).
As described in the Prospectus, stockholders on the Record Date (“Record Date Stockholders”) will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, Record Date Stockholders will be entitled to purchase 0.063 new shares of Common Stock. The number of Subscription Rights to be issued to Record Date Stockholders will be rounded down to the nearest whole number and fractional shares of Common Stock will not be issued upon the exercise of the Subscription Rights. The subscription price per share of Common Stock was determined by the Company’s board of directors on September 20, 2024. Record Date Stockholders will be required to pay for Common Stock pursuant to your Subscription Rights at the subscription price of $5.05 per share of Common Stock (the “Subscription Price”).
Phil E. Mulacek, Chairman of the Board of the Company (“Mulacek”) owns approximately 20.3% of our common stock outstanding prior to the rights offering, and Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”) owns approximately 31.4% of our common stock outstanding prior to the rights offering. Mulacek and EEF have indicated their intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to their subscription rights, as well as their intent to fully exercise their over-subscription rights to purchase their proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date.
You should be aware that there will be an over-subscription right associated with the Rights Offering. As described further in the Prospectus, Record Date Stockholders who fully exercise all Subscription Rights initially issued to them are entitled to an Over-Subscription Right to buy those shares of Common Stock (“Over-Subscription Shares”) that remain unsubscribed at the Expiration Date at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among the Record Date Stockholders who have fully exercised their Subscription Rights and who have requested to over-subscribe, based on the number of shares of Common Stock purchased by virtue of their Subscription Rights. See the Prospectus for further details on the Over-Subscription Rights.
As noted above, Mulacek and EEF have indicated that they intend to fully exercise their Over-Subscription Rights relating to their portion of shares of Common Stock that remain unsubscribed at the Expiration Date.
Record Date Stockholders will be required to submit payment in full for all of the Common Stock they wish to buy pursuant to the exercise of their Subscription Rights and Over-Subscription Rights to Securities Transfer Corporation, the subscription agent for the Rights Offering, prior to 5:00 p.m., Eastern Time, on the Expiration Date. Any excess payments made by Record Date Stockholders as a result of the exercise of their Over-Subscription Rights (if any) will be refunded and will be mailed by Securities Transfer Corporation to such holder as soon as practicable after the Expiration Date. Record Date Stockholders will have no right to rescind a purchase after Securities Transfer Corporation has received payment either by means of a notice of guaranteed delivery or a check, except as described in the Prospectus.
Your Subscription Rights will be evidenced by a subscription certificate registered in the names of the record holders of the shares of Common Stock for which the Subscription Rights are being distributed (the “Subscription Certificate”).
THE MATERIALS ENCLOSED ARE BEING PROVIDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF SUBSCRIPTION RIGHTS AND OVER-SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled, pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. We urge you to read the Prospectus carefully before instructing us whether to exercise your Subscription Rights.
Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Subscription Rights on your behalf in accordance with the provisions of the Rights Offering.
If you wish to have us, on your behalf, exercise the Subscription Rights and Over-Subscription Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the enclosed Beneficial Owner Election Form in the accompanying return envelope. Delivery of the Beneficial Owner Election Form to an address other than as set forth on the accompanying return envelope does not constitute a valid delivery.
Any questions or requests for assistance concerning the Rights Offering should be directed to Securities Transfer Corporation, the subscription and information agent, at (469) 633-0101, [email protected].
2
EXHIBIT 99.5
BENEFICIAL OWNER ELECTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the grant of non-transferable subscription rights (the “Subscription Rights”) to purchase shares of common stock, par value $.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”) pursuant to a rights offering (the “Rights Offering”) as described further in the Company’s Prospectus Supplement, dated October 1, 2024 (the “Prospectus Supplement”), and the accompanying base prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”), the receipt of which is hereby acknowledged.
You are hereby instructed, on the undersigned’s behalf, to exercise the Subscription Rights to purchase Common Stock with respect to the shares of Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Subscription Certificate,” as follows:
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
SECTION 1: OFFERING INSTRUCTIONS (check the appropriate box if you wish to exercise subscription rights)
IF YOU WISH TO EXERCISE ALL OR A PORTION OF YOUR SUBSCRIPTION RIGHTS:
Please exercise my Subscription Rights for Common Stock pursuant to the Rights Offering, as set forth below:
|
1. Subscription
(1 Subscription |
Number of Subscription Rights to be exercised: |
Number of shares of Common
|
Payment to be made in connection with the Common Stock subscribed for under the Subscription: | |||||
| Subscription Rights |
shares of Common (Subscription Rights x 0.063) |
x $5.05 (price/share) |
= $ | |||||
| 2. Over- Subscription Rights** |
Number of shares of Common Stock requested under the Over-Subscription Rights: |
Payment to be made in connection with the shares of Common Stock requested under the Over-Subscription Rights: | ||||||
| shares of Common Stock |
x $5.05 (price/share) |
= $ | ||||||
| 3. Totals | ||||||||
|
Total Number of Subscription Rights to be Delivered:
Subscription Rights |
Total Number of shares of Common Stock subscribed for and/or requested: Shares of Common Stock |
Total Payment:
$ | ||||||
| * | You will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, you will be entitled to purchase 0.063 shares of Common Stock at the Subscription Price of $5.05 per share. The number of Subscription Rights to be issued to you will be |
1
| rounded down to the nearest whole number and fractional shares will not be issued upon the exercise of the Subscription Rights. Accordingly, if you held 100 Subscription Rights, your Subscription Rights entitle you to purchase up to 6 shares of Common Stock. The subscription price per share of Common Stock was determined on September 20, 2024. |
| ** | If you purchase all of the shares available to you pursuant to your Subscription Rights, you may subscribe for additional shares pursuant to your Over-Subscription Rights, if any, using the Subscription Price of $5.05 per share. See the description of the Over-Subscription Rights in the Prospectus. |
IF YOU DO NOT WISH TO EXERCISE YOUR SUBSCRIPTION RIGHT:
Please DO NOT exercise my Subscription Rights for Common Stock
SECTION 2: PAYMENT
Payment in the amount of $ (the total Subscription Price) by check or wire transfer is enclosed. Please deduct payment from the following account maintained by you as follows:
Type of Account:
Account Number:
Amount to be deducted: $ (the total Subscription Price)
SECTION 3: SUBSCRIPTION AUTHORIZATION
I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby exercise such Subscription Rights for the number of shares indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay in full for the Common Stock for which I have subscribed, the Company may exercise any of the remedies provided for in the Prospectus.
| Signature(s) of subscriber(s): | ||
| Print Name: | Print Name: | |
| Telephone No.: | Telephone No.: | |
| Date: | Date: | |
2
EXHIBIT 99.6
EMPIRE PETROLEUM ANNOUNCES COMMENCEMENT OF PREVIOUSLY ANNOUNCED RIGHTS OFFERING
TULSA, Okla., October 1, 2024 -- (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 it has commenced its previously announced subscription rights offering (“Rights Offering”) pursuant to which it intends to raise gross proceeds of up to approximately $10.0 million. The Company is distributing at no charge to holders of its common stock, par value $0.001 per share (“Common Stock”), as of the close of business on September 30, 2024 (the record date for the Rights Offering), one subscription right for each share of Common Stock held. Each subscription right entitles the holder to purchase 0.063 shares of Common Stock at a subscription price of $5.05 per share per one whole share of Common Stock. As a result, a stockholder must hold at least 16 shares of Common Stock to receive subscription rights to purchase at least one share 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 are 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 October 16, 2024 (“Expiration Date”), subject to extension or earlier termination.
Phil E. Mulacek, Chairman of the Board of Empire, and Energy Evolution Fund, Ltd., our largest shareholders, have indicated that they intend to participate in the Rights Offering and fully subscribe to the shares of Common Stock corresponding to their subscription rights. They have each also indicated that they intend to fully exercise their over-subscription rights to purchase their pro rata share of the underlying securities related to the Rights Offering that remain unsubscribed at the Expiration Date.
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 is more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on October 1, 2024. 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 release 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.
About Empire 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.
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, 2023, 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. 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 and CEO
539-444-8002
[email protected]
Kali Carter
Communications & Investor Relations Manager
918-995-5046