If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see
the Notes.)
CUSIP NO. 292034 20 4 |
13D |
Page 2 of 7 pages |
1 |
NAMES OF REPORTING PERSONS |
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Tony Kamin |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF; OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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SOLE VOTING POWER |
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1,103,294(1) |
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SHARED VOTING POWER |
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0 |
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SOLE DISPOSITIVE POWER |
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1,103,294(1) |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,103,294(1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.9%(1)(2) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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(1) Includes 750,000 shares issuable upon the exercise of warrants
and stock options.
(2) Based on 21,685,047 shares of common stock outstanding on
August 15, 2022 as reported in the issuer’s Form 10-Q filed with the SEC on August 15, 2022.
CUSIP NO. 292034 20 4 |
13D |
Page 3 of 7 pages |
This Schedule 13D (Amendment No. 5) amends and restates in its entirety
the Schedule 13D, which was originally filed on December 8, 2017, as amended through Amendment No. 4 filed on June 29, 2021. All
per share references give effect to and reflect the 1-for-4 reverse common stock split effective March 7, 2022.
ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule
13D relate are shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”).
The address of the Company’s
principal executive office is 2200 S. Utica Place, Suite 150, Tulsa, OK 74114.
ITEM 2. IDENTITY AND BACKGROUND
The residence address of Mr. Kamin
is 619 Bluff Street, Glencoe IL 60022.
Mr. Kamin has not, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
Mr. Kamin has not, during the last
five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
a proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Kamin is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In 2015 and 2016, Mr. Kamin purchased
24,418 shares of the Company’s Common Stock in the open market through an entity controlled by him (“RLR Services Partnership”)
using personal funds.
On February 15, 2015, Mr. Kamin
purchased 30,000 shares of the Company’s Common Stock and a warrant to purchase 15,000 shares of Common Stock at an exercise price
of $1.00 per share, which was immediately exercisable and expires on February 28, 2017, for an aggregate purchase price of $15,000 in
a private placement by the Company through RLR Services Partnership using personal funds.
On December 23, 2016, Mr.
Kamin purchased a convertible note convertible into 66,666 shares of the Company’s Common Stock and warrant to purchase 40,000
shares of Common Stock at an exercise price of $1.00 per share for an aggregate purchase price of $40,000 in a private placement by
the Company through RLR Services Partnership using personal funds. Subsequent to December 23, 2016, the Company modified the note so
it is convertible into 100,000 shares of the Company’s Common Stock and modified the warrant so it could be used to purchase
66,666 shares of Common Stock at an exercise price of $0.60 per share. On March 27, 2019, such warrant was exercised as further
described below. On January 31, 2020, such note was converted as further described below.
On December 23, 2016, as compensation
for serving on the Company’s Board of Directors, the Company authorized (1) the grant of a warrant to purchase 125,000 shares of
the Company’s Common Stock at an exercise price of $0.60 per share, which would be immediately exercisable and expires December
31, 2021, and (2) the grant of a warrant to purchase 375,000 shares of the Company’s Common Stock at an exercise price of $1.00
per share, which would be immediately exercisable and expires December 31, 2021. These warrants were not issued by the Company until December
1, 2017. On April 3, 2019, these warrants were amended to extend the expiration date from December 31, 2021 to April 2,
2029.
CUSIP NO. 292034 20 4 |
13D |
Page 4 of 7 pages |
On February 28, 2017, the warrant
to purchase 15,000 shares of Common Stock at an exercise price of $1.00 per share described above expired.
On December 1, 2017, as compensation
for serving on the Company’s Board of Directors, the Company authorized the grant of a warrant to purchase 250,000 shares of the
Company’s Common Stock at an exercise price of $1.00 per share, which would be immediately exercisable and expires December 31,
2021. On April 3, 2019, such warrant was amended to extend the expiration date from December 31, 2021 to April 2, 2029.
On December 1, 2017, Mr. Kamin
purchased 35,000 shares of the Company’s Common Stock and warrant to purchase 35,000 shares of Common Stock at an exercise price
of $0.60 per share, which was immediately exercisable and expires on December 31, 2019, for an aggregate purchase price of $14,000
in a private placement by the Company using personal funds. On March 27, 2019, such warrant was exercised with respect to 16,666 shares
as further described below.
On January 10, 2018, Mr. Kamin
purchased 62,500 shares of the Company’s Common Stock and warrant to purchase 62,500 shares of Common Stock at an exercise price
of $0.60 per share, which was immediately exercisable and expires on December 31, 2019, for an aggregate purchase price of $25,000
in a private placement by the Company using personal funds.
On March 27, 2019, Mr. Kamin purchased
16,666 shares of the Company’s Common Stock through the exercise of a warrant at an exercise price of $0.60 per share, and RLR Services
Partnership purchased 66,666 shares of the Company’s Common Stock through the exercise of a warrant at an exercise price of $0.60
per share. Both transactions were consummated using Mr. Kamin’s personal funds.
On December 31, 2019, the
remaining portion (18,333 shares) of the warrant to purchase 35,000 shares of Common Stock at an exercise price of $0.60 per share described
above that had not been exercised by Mr. Kamin expired.
On December 31, 2019, the
warrant to purchase 62,500 shares of Common Stock at an exercise price of $1.00 per share described above expired.
On January 31, 2020, Mr. Kamin,
through RLR Services Partnership, converted in full the convertible note for 100,000 shares of the Company’s Common Stock described
above into 100,000 shares of Common Stock at a conversion price of $0.40 per share.
On December 31, 2020, as
compensation for serving on the Company’s Board of Directors, the Company granted to Mr. Kamin under the Company’s 2019
Stock Option Plan a stock option to purchase 75,000 shares of the Company’s Common Stock at an exercise price of $1.40 per
share, which was immediately exercisable and expires on April 2, 2029.
On March 30, 2021, Mr. Kamin
through RLR Services Partnership purchased 25,000 shares of the Company’s Common Stock and warrant to purchase 25,000 shares of
Common Stock at an exercise price of $2.00 per share, which was immediately exercisable and expires on December 31, 2022, for an
aggregate purchase price of $35,000 in a private placement by the Company using personal funds. On May 3, 2021, Mr. Kamin through
RLR Services Partnership purchased 25,000 shares of the Company’s Common Stock through the exercise of such warrant at an exercise
price of $2.00 per share using personal funds.
On March 30, 2021, Mr. Kamin
through an entity wholly owned by him (“Composite Resources LLC”) purchased 25,000 shares of the Company’s Common Stock
and warrant to purchase 25,000 shares of Common Stock at an exercise price of $2.00 per share, which was immediately exercisable and expires
on December 31, 2022, for an aggregate purchase price of $35,000 in a private placement by the Company using personal funds. On April 30,
2021, Mr. Kamin through Composite Resources LLC purchased 25,000 shares of the Company’s Common Stock through the exercise of such
warrant at an exercise price of $2.00 per share using personal funds.
On March 30, 2021, Mr. Kamin
through an entity controlled by him (“Alpha Nexus Partners”) purchased 57,142 shares of the Company’s Common Stock and
a warrant to purchase 57,142 shares of Common Stock at an exercise price of $2.00 per share (“March 2021 Warrant”), which
was immediately exercisable and expires on December 31, 2022, for an aggregate purchase price of $80,000 in a private placement by
the Company using personal funds. On May 4, 2021, Mr. Kamin through Alpha Nexus Partners acquired 25,000 shares of the Company’s
Common Stock through the partial exercise of the March 2021 Warrant at an exercise price of $2.00 per share using personal funds.
On June 8, 2022 Mr. Kamin through Alpha Nexus Partners acquired 32,142 shares of the Company’s common stock through the exercise
of the remaining balance of the March 2021 Warrant at an exercise price of $2.00 per share using personal funds.
On July 5, 2022 Mr. Kamin exercised
on a cashless basis outstanding stock options to purchase 75,000 shares of Common Stock granted under the 2019 Stock Option Plan at an
exercise price of $1.40 per share, which resulted in a net issuance of 64,695 shares.
CUSIP NO. 292034 20 4 |
13D |
Page 5 of 7 pages |
ITEM 4. PURPOSE OF TRANSACTION
Mr. Kamin acquired and owns the
shares of the Company’s Common Stock, as described herein, for investment purposes. Mr. Kamin’s ownership percentage is below
5% as a result of (i) the Company issuing an additional 1,594,926 shares between May 1, 2022 and August 15, 2022, and (ii) Mr.
Kamin selling 51,459 shares of Company Common Stock between June 17, 2022 and June 23, 2022. The disclosure regarding the sales in Item
5(c) below is incorporated herein by reference. Mr. Kamin may purchase shares, or dispose of additional shares, of Common Stock in various
amounts and at various times depending upon Mr. Kamin’s continuing assessment of pertinent factors, including without limitation
the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, and the business
prospects and financial condition of the Company.
Except as otherwise disclosed herein,
at the present time, Mr. Kamin does not have any plans or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) |
Mr. Kamin is the beneficial owner of 1,103,294 shares
of Common Stock, which includes 750,000 shares issuable upon the exercise of warrants and stock options, or 4.9% of the total issued and
outstanding shares of Common Stock.
The ownership percentage included in this Amendment
No. 5 for Mr. Kamin is based on 21,685,047 outstanding shares of Common Stock, which figure is disclosed in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022. The 750,000 shares that Mr. Kamin is deemed to beneficially own by virtue of
having a right to acquire upon exercise of the warrants and stock options are considered outstanding solely for purposes of calculating
his percentage of ownership.
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(b) |
The responses of Mr. Kamin to Items 7-11 of the cover page of this Schedule
13D are incorporated herein by reference.
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(c) |
Except as described in Item 3, during the past 60 days the Reporting Person
effected the following transactions in the Common Stock prior to the filing of this Amendment No. 5:
Between June 17, 2022 and June 23, 2022, the Reporting
Person sold 51,459 shares of Common Stock in the open market in multiple transactions per day, at various prices, as follows: |
CUSIP NO. 292034 20 4 |
13D |
Page 6 of 7 pages |
Date of Transaction |
Amount Sold(1) |
Weighted Average Transaction Price ($)(2)(3) |
Price Range Per Share ($)(3)(4) |
June 23, 2022 |
2,000 |
16.53 |
16.438 to 16.88 |
June 22, 2022 |
10,749 |
16.98 |
16.88 to 17.44 |
June 21, 2022 |
23,700 |
16.73 |
16.45 to 17.07 |
June 17, 2022 |
1,010 |
17.15 |
17.15 |
June 17, 2022 |
14,000 |
16.41 |
15.94 to 16.81 |
(1) The amount of shares sold represents an aggregate
number of shares of Common Stock executed by a broker-dealer in multiple open market transactions over a range of prices.
(2) The weighted average transaction price is the
executed sales price less brokerage commissions. Mr. Kamin undertakes to provide the staff of the SEC, upon request, the number of shares
executed by Mr. Kamin at each separate price.
(3) As a result of the “weighted average transaction
price” being calculated after giving effect to brokerage commissions and the “price range per share” being calculated
without giving effect to brokerage commissions, certain “weighted average transaction prices” may be less than the “price
range per share.”
(4) The price range per share is the executed sales
price without giving effect to brokerage commissions. Mr. Kamin undertakes to provide the staff of the SEC, upon request, the number of
shares executed by Mr. Kamin at each separate price within the range.
(d) |
Not applicable.
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(e) |
Not applicable. |
CUSIP NO. 292034 20 4 |
13D |
Page 7 of 7 pages |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
/s/ Tony Kamin
Tony Kamin
Date: August 15, 2022