UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
DECEMBER 31, 2020
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EMPIRE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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| 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)
(539) 444-8002
(Registrant’s telephone number, including area code)
1203 E. 33rd Street, Suite 250, Tulsa Oklahoma 74105
(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 |
|
None |
EMPR |
None |
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 |
Empire Texas LLC, a Delaware limited liability company (“Empire Texas”), is a wholly owned subsidiary of Empire Petroleum Corporation (the “Corporation”).
As previously reported on the Current Report on Form 8-K of the Corporation filed on April 6, 2020, on April 6, 2020, Empire Texas entered into a purchase and sale agreement dated (the “Purchase Agreement”), with Pardus Oil & Gas, LLC and Pardus Oil & Gas Operating GP, LLC (collectively, “Seller”), pursuant to which, among other things, Empire Texas agreed to acquire (1) certain oil and gas properties from Seller in Houston, Madison and Leon Counties, Texas, (2) 77.3 miles of gathering lines and pipelines and related facilities and equipment, and (3) all general and limited partner shares and general and limited partner interest in Pardus Oil & Gas Operating, LP.
The transactions under the Purchase Agreement were closed on April 7, 2020. Pursuant to the Purchase Agreement, the purchase price included the assumption of certain obligations and a contingent payment of cash in an amount not to exceed $2,000,000 (subject to customary adjustments).
On December 31, 2020, Empire Texas and Pardus Oil & Gas, LLC entered in that certain First Amendment to the Purchase and Sale Agreement, dated as of December 31, 2020 (the “Amendment”). The Amendment amended the Purchase Agreement to, among other things, replace the obligation to pay the contingent payment with an obligation to pay $40,000 no later than January 29, 2021.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full terms and conditions of such agreement, a copy of which is included as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1 | First Amendment to Purchase and Sale Agreement, dated as of December 31, 2020, by and between Empire Texas LLC and Pardus Oil & Gas, LLC |
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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.
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EMPIRE PETROLEUM CORPORATION
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| Date: January 6, 2021 | By: | /s/ Michael R. Morrisett | |
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Michael R. Morrisett
President |
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EXHIBIT 10.1
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (this “First Amendment”), is dated as of December 31, 2020 by and between Pardus Oil & Gas, LLC, a Delaware limited liability company (“Seller”), and Empire Texas LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
RECITALS
WHEREAS, Purchaser, Seller and Pardus Oil & Gas Operating GP, LLC entered into that certain Purchase and Sale Agreement dated as of April 6, 2020, (“Purchase Agreement”); and
WHEREAS, Purchaser and Seller desire additionally to amend the Purchase Agreement as provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings attributed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement, Purchaser and Seller hereby agree as follows:
AGREEMENT AND AMENDMENT
1. Amendment to Section 2.1 of the Purchase Agreement. Section 2.1 of the Purchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
2.1 Purchase Price. The purchase price for the Assets shall be (a) the assumption of the Assumed Obligations by Purchaser hereunder plus (b) $40,000, which shall be paid by Purchaser to Seller no later than January 29, 2021 (such $40,000 only, the “Cash Purchase Price”).
2. Amendment to Section 2.3 of the Purchase Agreement. Section 2.3 of the Purchase Agreement is hereby amended by deleting it in its entirety.
3. Other Amendments.
(a) All references to “Cash Base Purchase Price” are hereby replaced with references to “Cash Purchase Price”.
(b) All references to “Contingent Value Payment” or “Contingent Value Payments” are hereby replaced with references to “Cash Purchase Price”.
(c) Section 2.2 is hereby amended by deleting “increased or decreased by a share of each adjustment to the Cash Base Purchase Price under Section 2.3”.
(d) All references in Section 3.6 to “(AND ANY ADJUSTMENTS TO THE CONTINGENT VALUE PAYMENTS ATTRIBUTABLE THERETO)” are hereby deleted.
(e) Section 11.1(a) is amended by deleting “subject to the adjustments to the Cash Base Purchase Price and Contingent Value Payment set forth in Section 2.3,”.
(f) Section 11.2(b) is amended by deleting “Section 2.3 and”.
(g) Section 11.5(d) is amended and restated as follows: “Notwithstanding anything to the contrary contained elsewhere in this Agreement, in no event shall Seller Group’s aggregate liability to Purchaser Group for Damages arising from or related to any breach of this Agreement, representation, warranty, covenant, indemnity, or indemnity obligation contained in this Agreement exceed $40,000.”
4. Assignment. Neither Party shall assign (including by change of control, merger, consolidation, or stock purchase) or otherwise transfer all or any part of this First Amendment to any third Person, nor shall any Party delegate any of its rights or duties hereunder (including by change of control, merger, consolidation, or stock purchase) to any third Person, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be void ab initio; provided, however, that Seller is expressly authorized to assign all or a portion (i) of its right to receive the Cash Purchase Price, together with any and all rights incident or necessary thereto to any person without the consent of any other Party.
5. References. All references to the Purchase Agreement in any document, instrument, agreement, or writing delivered pursuant to the Purchase Agreement (as amended hereby) shall hereafter be deemed to refer to the Purchase Agreement as amended hereby.
6. Counterparts. This First Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto.
7. Ratification. The Purchase Agreement, as amended hereby, is hereby adopted, ratified, and confirmed by Purchaser and Seller.
[signature page follows]
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IN WITNESS WHEREOF, Seller has executed this First Amendment as of the date first written above.
SELLER:
Pardus Oil & Gas, LLC
By: /s/ Dan Morrison
Dan Morrison
President
First Amendment to Purchase and Sale Agreement
IN WITNESS WHEREOF, Purchaser has executed this First Amendment as of the date first written above.
PURCHASER:
Empire Texas LLC
By: /s/ Thomas Pritchard
Thomas Pritchard
CEO
First Amendment to Purchase and Sale Agreement