Business Context and Reporting Period
Company: Empire Petroleum Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: May 1, 2026
Principal Executive Offices: Tulsa, Oklahoma
Reporting Period: The filing reports on a specific event occurring on May 1, 2026, rather than a financial reporting period.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the authorization of a potential equity offering.
Material Changes
Entry into Material Definitive Agreement: On May 1, 2026, the Company entered into a Sales Agreement with Roth Capital Partners, LLC. Key terms include:
- Offering Size: Up to $30,000,000 in aggregate offering price of common stock.
- Method: "At-the-market" offerings or privately negotiated transactions.
- Pricing: Shares will be sold at prevailing market prices at the time of sale.
- Commission: The Agent will receive a commission of 3.0% of gross proceeds.
- Obligations: Neither the Company nor the Agent is obligated to sell any shares; sales are discretionary.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to use the Sales Agreement to sell shares from time to time, subject to market conditions. The agreement is based on a shelf registration statement (Form S-3) filed in September 2023.
Risks and Contingencies:
- Uncertainty of Sale: No assurance is given that the Company will sell any shares, nor regarding the price, amount, or timing of any sales.
- Dilution: The issuance of shares under this agreement may result in dilution to existing shareholders.
- Market Conditions: Sales are dependent on prevailing market prices and the Agent's normal trading practices.
Investor Verification Checklist
- Verify the current market price of Empire Petroleum Corporation common stock to assess potential dilution impact.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific termination rights and conditions.
- Check the Company's existing shelf registration statement (File No. 333-274327) for any prior sales or remaining capacity.
- Monitor future filings for actual sales notices and proceeds raised under this agreement.