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):
DECEMBER 30, 2021
_______________________________
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 |
|
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. |
On December 30, 2021, Empire Petroleum Company (the “Company”), Empire New Mexico LLC, a wholly owned subsidiary of the Company d/b/a Green Tree New Mexico (“Green Tree New Mexico”), and Energy Evolution Master Fund, Ltd. (“Investor”), amended that certain Senior Secured Convertible Note due December 31, 2021 issued by Green Tree New Mexico (the “Senior Convertible Note”), as modified by that certain Loan Modification Agreement dated as of September 29, 2021, by and among Green Tree New Mexico, the Company, and Investor, so that Investor could covert 100% of the principal and accrued interest outstanding under the Senior Convertible Note (the “Note Amendment”).
For more information regarding the Senior Convertible Note, please see the Company’s Current Report on Form 8-K dated as of May 14, 2021, which was filed with the Securities and Exchange Commission on May 20, 2021. For more information regarding the Loan Modification Agreement, please see the Company’s Current Report on Form 8-K dated as of September 29, 2021, which was filed with the Securities and Exchange Commission on October 5, 2021.
On December 30, 2021, Investor converted 100% of the principal ($5,715,353) and interest ($55,075) outstanding under the Senior Convertible Note into 4,616,343 shares of the Company’s common stock.
A copy of the Note Amendment is filed herewith and incorporated by reference into this Item 1.01 as though fully set forth herein. The foregoing description of the Note Amendment is qualified in its entirety by reference to the full text of such document.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| The following exhibits are filed herewith. |
|
Exhibit Number |
Description |
| 10.1 | Conversion Notice and Note Amendment dated as December 30, 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.
|
EMPIRE PETROLEUM CORPORATION
|
|||
| Date: January 5, 2022 | By: | /s/ Michael R. Morrisett | |
|
Michael R. Morrisett
President |
|||
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Exhibit 10.1
CONVERSION NOTICE
(To
be Executed by the Registered Investor
in order to convert the Note)
By execution hereof, Company and Investor agree to amend the Note (defined below), as authorized by Section 17(f) of the Note, to allow Investor to convert the entire amount owed under the Note to Common Shares of Parent. The Note is hereby amended by deleting the definition of “Maximum Convertible Amount” in Section 1 of the Note in its entirety and replacing it with the following, “‘Maximum Convertible Amount’ means all of the principal amount of this Note outstanding as of the effective date of a Conversion Notice together with any accrued and unpaid interest hereunder at such time, as adjusted from time to time in accordance with Section 10.” Capitalized terms utilized in this Conversion Notice shall have the meaning ascribed to them by the Senior Secured Convertible Note due December 31, 2021, as modified by the Loan Modification Agreement dated September 29, 2021 (the “Note”).
Investor hereby elects to convert the principal amount of Note indicated below, into shares of Common Stock of Parent, as of the date written below. If shares are to be issued in the name of a Person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Investor for any conversion, except for such transfer taxes, if any. All terms used in this notice shall have the meanings set forth in the Note.
| Conversion calculations: | 12/30/21 | |
| Date to Effect Conversion | ||
| $5,715,353.10 | ||
| Principal amount of Note owned prior to conversion | ||
| $5,715,353.10 | ||
| Principal amount of Note to be Converted | ||
| $0 | ||
| Principal amount of Note remaining after Conversion | ||
| $55,075.09 | ||
| Interest under Note to be Converted | ||
| 4,616,343 | ||
| Number of shares of Common Stock to be Issued | ||
| Energy Evolution Master Fund, Ltd. | ||
| Name of Investor |
IN WITNESS WHEREOF, the duly authorized representatives of Investor, Company and Parent have executed this Conversion Notice to be effective December 30, 2021.
COMPANY:
EMPIRE NEW MEXICO LLC, d/b/a GREEN
TREE NEW MEXICO
By: /s/ Michael R. Morrisett
Michael R. Morrisett, President
PARENT:
EMPIRE PETROLEUM CORPORATION
By: /s/ Michael R. Morrisett
Michael R. Morrisett, President
INVESTOR:
ENERGY EVOLUTION MASTER FUND, LTD.
By: /s/ Sterling Mulacek
Sterling Mulacek, Director
| 2 |
Schedule 1
Empire
Petroleum Corporation
Senior Secured Convertible Note due December 31, 2021
CONVERSION SCHEDULE
This Conversion Schedule reflects conversions made under the Note.
Dated:
| Date of Conversion | Amount of Conversion |
Aggregate Principal Amount Remaining Subsequent to Conversion |
| 9/29/21 | $6,500,000 | $5,715,353.10 |
| 12/30/21 | $5,770,428.19 | $0 |
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