Current Report Filing (8-k)
May 05 2022 - 4:07PM
Edgar (US Regulatory)
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2022-04-30
2022-04-30
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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):
APRIL
30, 2022
_______________________________
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
5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Effective
April 30, 2022, Anthony Kamin resigned from the Board of Directors of Empire Petroleum Corporation (the “Company”). Mr. Kamin
did not resign because of a disagreement with the registrant, but rather retired from his service on the Board of Directors to pursue
passive investing.
(d) Effective
April 30, 2022, the Board of Directors of the Company unanimously approved the election of Vice Admiral Andrew Lewis to fill the vacancy
caused by Mr. Kamin’s retirement for a term expiring at the next annual meeting of stockholders and until his successor is duly
elected or chosen and qualifies, unless he sooner dies, resigns or is removed. The Board of Directors of the Company also unanimously
approved the appointment of Vice Admiral Lewis to the Audit Committee of the Board of Directors.
Vice Admiral Lewis,
as a non-employee director of the Company, will receive the same compensation provided to all non-employee members of the Board of Directors.
The compensation of non-employee directors of the Company is described under “Director Compensation” of Item 11 to the Company’s
annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2022. Accordingly, Vice Admiral Lewis
will participate in the compensation structure appliable to the entire Board of Directors, as may be amended from time to time.
| Item
7.01 | Regulation FD Disclosure. |
On May 2, 2022, the
Company issued a press release announcing the election of Vice Admiral Lewis as a director of the Company. A copy of the press release
is being furnished and is attached as Exhibit 99 hereto and is incorporated into this Item 7.01 by reference. In accordance with General
Instruction B.2 of Form 8-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the press release shall
not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall such information and such exhibit be deemed incorporated by reference into 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 filing.
| Item
9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed or furnished herewith.
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: May 5,
2022 |
By: |
/s/ Michael R. Morrisett |
|
|
|
Michael
R. Morrisett
President |
|
3
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