Current Report Filing (8-k)
October 06 2020 - 4:57PM
Edgar (US Regulatory)
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):
SEPTEMBER 30,
2020
_______________________________
EMPIRE
PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
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Delaware
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001-16653
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73-1238709
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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1203 E. 33rd Street, Suite 250, Tulsa
Oklahoma 74105
(Address of Principal
Executive Offices) (Zip Code)
(539)
444-8002
(Registrant’s
telephone number, including area code)
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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EMPR
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None
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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Empire North Dakota LLC, a Delaware limited
liability company ("Empire North Dakota"), and Empire Louisiana LLC, a Delaware limited liability company d/b/a Empire
Louisiana LLC of Delaware ("Empire Louisiana"), are wholly owned subsidiaries of Empire Petroleum Corporation (the "Corporation").
As previously reported on the Current Report
on Form 8-K of the Corporation filed on September 25, 2018 (the "CrossFirst No. 1 Form 8-K"), Empire Louisiana entered
into a senior revolver loan agreement with CrossFirst Bank ("CrossFirst") dated as of September 20, 2018 (the "Loan
Agreement"). A copy of the Loan Agreement is filed as Exhibit 10.1 to the CrossFirst No.1 Form 8-K.
As previously reported on the Current Report
on Form 8-K of the Corporation filed on April 2, 2019 (the "CrossFirst No. 2 Form 8-K"), effective as of March 27, 2019,
Empire Louisiana, Empire North Dakota and CrossFirst entered in that certain first amendment to the Loan Agreement (the "First
Amendment"). A copy of the First Amendment is filed as Exhibit 10.1 to the CrossFirst No.2 Form 8-K.
On September 30, 2020, Empire Louisiana, Empire
North Dakota and CrossFirst entered in that certain second amendment to the Loan Agreement, dated as of June 30, 2020 (the "Second
Amendment"). The Second Amendment amended the Loan Agreement to, among other things, (a) increase the revolver commitment
amount to $8,700,000.00 until the existing revolver final maturity date (March 27, 2021), (b) originate a $300,000 letter of credit
from the increased revolver commitment amount, (c) waive the QCR payment due June 30, 2020, (d) increase the QCR to $180,000.00,
effective September 30, 2020, and (v) waive certain non-compliance with the maximum leverage ratio covenant.
The foregoing summary of the Second 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.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
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For information on a direct financial obligation that is material
to the Corporation, see Item 1.01 of this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits
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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.
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EMPIRE PETROLEUM CORPORATION
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Date: October 6, 2020
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By:
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/s/ Michael R. Morrisett
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Michael R. Morrisett
President
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