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):
October 18, 2021
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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)
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 |
|
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) and (c). Effective October 18, 2021, the Board of Directors of Empire Petroleum Corporation (the “Company”) appointed Angela Baker, age 36, as Chief Accounting Officer of the Company. Michael Morrisett, the Company’s President, relinquished the role of Chief Accounting Officer upon the hiring of Ms. Baker. Ms. Baker will report to Mr. Morrisett.
From 2015 to 2021, Ms. Baker served as Assurance Senior Manager and Assurance Manager for HoganTaylor LLP, one of the largest public accounting firms in the Oklahoma and Arkansas region. She was a Senior Accountant for Samson Resources, an oil and gas company, from 2013 to 2015. From 2008 to 2012, she was an Audit Senior Associate for Grant Thornton LLP, an independent public accounting firm. Ms. Baker has Bachelor’s and Master’s Degrees in Accounting from Oklahoma State University and is a certified public accountant.
Ms. Baker will receive a one-time award of 60,000 shares of common stock of the Company under the Company’s 2021 Stock and Incentive Compensation Plan (the “Plan”), which will vest over a period of three years in one-third increments on each anniversary of October 18, 2021. Ms. Baker will earn a base salary of $190,000 per year. She will be eligible to receive annual bonuses at the discretion of the Board of Directors of the Company. She will also be eligible for future equity awards under the Plan at the discretion of the Board of Directors of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On October 21, 2021, the Company issued a press release announcing the appointment of Phil Mulacek and Ben Marchive II as new directors. A copy of the press release is furnished as Exhibit 99.1 hereto.
This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in 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 a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
|
The following exhibits are furnished or filed herewith. |
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Exhibit Number |
Description | |
| 99.1 | Press Release of Empire Petroleum Corporation dated October 21, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: October 22, 2021 | By: | /s/ Michael R. Morrisett | |
|
Michael R. Morrisett
President |
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3
EXHIBIT 99.1
Empire Petroleum Announces Appointment of
Phil Mulacek and Ben Marchive II as New Directors
Phil Mulacek, Founder of InterOil Corporation owns approximately 18.4% of Empire Corporation
Ben Marchive II of Cox Operating with 17 years of Gulf of Mexico operational experience
TULSA, Okla.–(BUSINESS WIRE)–Empire Petroleum Corporation (“Empire”) (OTCQB:EMPR) is pleased to announce that its Board of Directors has unanimously voted to appoint Phil Mulacek and Ben Marchive as members of the company’s Board of Directors effective immediately.
“It’s been a pleasure to work with Phil over the last year, first as joint development partner in our Fort Trinidad Field, Texas and, more recently as a key financial partner in our May acquisition of the Eunice Monument Field in the Permian Basin from ExxonMobil,” stated Mike Morrisett, President of Empire. “We look forward to Phil and Ben playing a vital role on our Board as we establish a financially superior company with core operational performance.”
Phil Mulacek has a proven track record of over 35 years in global oil and gas and LNG development. He was the founder and former Chairman and CEO of an NYSE-listed InterOil company and retired in 2013. Under his 14-year tenure, the company’s market cap increased from US$10 million to over US$5.6 billion, with the share price improving from US$0.50 cents to over US$109 per share. Mr. Mulacek led the discovery of 1.6 billion barrels of oil equivalent in Papua New Guinea.
Mr. Mulacek has a Bachelor of Science in Petroleum Engineering from Texas Tech University. Mr. Mulacek formed his private investment company, Petroleum Independent and Exploration Corporation (PIE Corp), in 1981. PIE Corp and its sister companies hold through recent private acquisitions a vast amount of oil and gas royalty mineral acreage in the United States. The acquisition secured long-term access to more than 400 properties and over 500,000 acres spreading from Texas to Georgia and Alabama. Phil Mulacek states “I am proud to join my fellow Empire directors, as my first Board seat in over 8 years. I am committed to Empire as evidenced by being its largest individual shareholder. I see Empire as a company that can excel above others with material scalability in today’s market.”
Ben Marchive II joined Cox Operating, LLC as Vice President-Land after their merger with Energy XXI where he held a similar position. Mr. Marchive has over seventeen years of industry experience, the majority of which has been in the Gulf of Mexico and along the Gulf Coast. Mr. Marchive began his career at Apache Corporation in 2003 as a Landman working South Louisiana and Texas. Ben is active in several industry organizations, namely as a Board Member on the Outer Continental Shelf Advisory Board and the Louisiana Oil and Gas Board. Mr. Marchive graduated from the University of Louisiana – Lafayette with a Bachelor’s degree in Petroleum Land and Resource Management.
Ben Marchive II states “I am proud to join the board of Empire with its strong leadership team and opportunities to create superior shareholder value. I am gratified that Cox and Cox Oil’s executive management supports my efforts to contribute to Empire.”
Empire CEO Tommy Pritchard added, “Empire's future is bright, and following up on our transformational New Mexico acquisition, it was clear to the Board that the unique combination of both Phil's and Ben’s vision and experience would be strong complements to our group. Empire’s Board and management team looks forward to working with both of these gentlemen to build on the recent momentum we have enjoyed as a company, and responsibly deliver sustainable results for our shareholders."
About Empire Petroleum Corporation
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 production growth and acquisitions of proved developed assets with synergies with its existing portfolio of wells. Empire looks for assets where its operational team can deploy rigorous field/well management techniques to increase production, reduce unit operating costs and improve margins.
FORWARD LOOKING STATEMENTS
This press release includes certain statements that may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical facts that address activities, events or developments that Empire expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties. Actual results may vary materially from the forward-looking statements. For a list of certain material risks relating to Empire, see Empire’s Form 10-K for the fiscal year ended December 31, 2020.
Contacts
Tommy Pritchard, CEO
Mike Morrisett, President
539-444-8002
PCG Advisory, Inc.
Jeff Ramson, CEO
646-863-6893
jramson@pcgadvisory.com