エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
Current Report
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
OCTOBER 31, 2023
_______________________________
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.) |
2200 S. 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 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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported on the Current Report on Form 8-K of Empire Petroleum Corporation (the “Company”) filed on September 25, 2023, on September 19, 2023, each of Phil Mulacek, an individual, and Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company (collectively, the “Investors”), made a bridge loan to Empire North Dakota LLC, a Delaware limited liability company (“Empire North Dakota”) and a wholly owned subsidiary of the Company, in the amount of $5.0 million (collectively, the “Bridge Loans”). On October 31, 2023, the Investors entered into an amendment to the Bridge Loans with Empire North Dakota for the sole purpose of extending the maturity date of the Bridge Loans from October 31, 2023 to November 9, 2023 (the “Letter Amendment”).
For a description of any material relationship between the Company and the Investors, see the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 1, 2023.
The foregoing summary of the Letter Amendment is qualified in its entirety by reference to the full terms and conditions of the Letter Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| 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
|
Description |
| 10.1 |
|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 31, 2023 | By: | /s/ Michael R. Morrisett | |
|
Michael R. Morrisett President and Chief Executive Officer |
|||
3
EXHIBIT 10.1
Empire North Dakota LLC
2200 South Utica Place, Suite 150
Tulsa, Oklahoma 74114
October 31, 2023
Phil Mulacek
25025 Interstate 45, STE 420
The Woodlands, Texas 77380
Energy Evolution Master Fund, Ltd.
c/o E2 Investment Advisors LLC
25025 Interstate 45, STE 420
The Woodlands, Texas 77380
| Re: | Amendment of Maturity Dates |
Ladies and Gentlemen:
Reference is made to (a) that certain Promissory Note due October 31, 2023, in the original aggregate principal amount of $5,000,000 (the “Mulacek Note”) issued by Empire North Dakota LLC (the “Company”) to Phil Mulacek (“Mulacek”) and (b) that certain Promissory Note due October 31, 2023, in the original aggregate principal amount of $5,000,000 (the “EEF Note” and, collectively with the Mulacek Note, the “Bridge Notes”) issued by the Company to Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company (“EEF” and, collectively with Mulacek, the “Investors”), both of which Bridge Notes have been guaranteed by Empire Petroleum Corporation (the “Parent”) pursuant to two commercial guaranty agreements (the “Parent Guarantees”). Capitalized terms used herein and not otherwise defined have the meaning specified in the Bridge Notes.
1. Background. The Company desires to amend the Bridge Notes to change the Maturity Date from October 31, 2023, to November 9, 2023.
2. Limited Amendment. Subject to the terms and conditions set forth herein, the Company and the Investors hereby agree to amend the Notes to change the Maturity Date to November 9, 2023.
3. Fees and Expenses. In consideration of the amendment contained herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are acknowledged and stipulated by the Company, the Company also further agrees, acknowledges, and stipulates that the Company will pay or reimburse all reasonable fees and expenses, including the Investors’ reasonable attorney’s fees and expenses, in connection with the negotiation and preparation of this letter amendment.
4. Representations/Warranties/Covenants. The remaining terms, provisions, conditions, and limitations of the Bridge Notes continue in full force and effect for all purposes, all of which are hereby ratified and confirmed by the Company. The Company represents to the Investors that, as of the date hereof, no default exists under the Bridge Notes.
5. Waiver/Release. In consideration of the amendments herein contained, the Company hereby waives and releases the Investors from any and all claims, counterclaims, defenses, and setoffs, known or unknown, as of the effective date of this letter amendment with respect to the Bridge Notes and the transactions contemplated thereby.
6. Counterparts. This letter amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.
7. Governing Law. This letter amendment shall be governed by and construed in accordance with the laws of the State of Delaware.
8. Ratification. The Company and the Parent hereby acknowledge the terms of this letter amendment and ratify and affirm its obligations under and continuing liability under each of the Bridge Notes, the Parent Guarantees and other related agreements to which it is a party and agree that each such document to which it is a party remains in full force and effect for all purposes to the fullest extent permitted by applicable law.
9. Reservation of Rights. The Investors expressly retain and reserve any and all rights and remedies available thereto at law or in equity and pursuant to the Bridge Notes, the Parent Guarantees and related agreements to which it is a party, all of which shall remain in full force and effect.
Please indicate your agreement with each of the foregoing terms and provisions set forth above and your concurrence with the scope and limitations of the foregoing limited consent, where indicated below.
Best regards,
EMPIRE NORTH DAKOTA LLC
By: /s/ Michael R. Morrisett
Name: Michael R. Morrisett
Title: President and CEO
EMPIRE PETROLEUM CORPORATION
By: /s/ Michael R. Morrisett
Name: Michael R. Morrisett
Title: President and CEO
Acknowledged and agreed by the Investors as of the date of this letter amendment:
/s/ Phil Mulacek
Phil Mulacek
Energy Evolution Master Fund, Ltd.
By: E2 Investment Advisors LLC,
Investment Manager
By: /s/ Sterling Mulacek
Sterling Mulacek