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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):
NOVEMBER 18, 2024
_______________________________
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 $0.001 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
1.01. | Entry
into a Material Definitive Agreement. |
As
previously reported on the Current Report on Form 8-K of Empire Petroleum Corporation (the “Company”) filed on January 5,
2024, Empire North Dakota LLC, a Delaware limited liability company (“Empire North Dakota”) and wholly owned subsidiary of
the Company, and Empire ND Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Empire
ND Acquisition” and, collectively with Empire North Dakota, the “Borrowers”), entered into that certain Revolver Loan
Agreement dated as of December 29, 2023 with Equity Bank, as lender (the “Loan Agreement”).
On
November 18, 2024, the Borrowers and Equity Bank entered into that certain first amendment to the Loan Agreement (the “First Amendment”).
The First Amendment amended the Loan Agreement to, among other things: (a) amend certain definitions; (b) increase the revolver commitment
amount to $20,000,000 from an initial revolver commitment amount of $10,000,000; and (c) increase the monthly commitment reduction amount
from $150,000 to $250,000, commencing on December 31, 2024, and occurring on the last day of each calendar month thereafter. The Loan
Agreement continues to mature on December 29, 2026 and be guaranteed by the Company.
The
foregoing summary of the First Amendment is qualified in its entirety by reference to the full terms and conditions of the First Amendment,
a copy of which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item
2.03. | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item
7.01. | Regulation
FD Disclosure. |
On
November 22, 2024, the Company issued a press release announcing the First Amendment. A copy of the press release is furnished as
Exhibit 99 to this Current Report on Form 8-K.
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 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:
November 22, 2024 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
3
EXHIBIT
10
FIRST
AMENDMENT TO REVOLVER LOAN AGREEMENT
THIS
FIRST AMENDMENT TO REVOLVER LOAN AGREEMENT (this "First Amendment") is entered into effective as of November 18, 2024,
between EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END"), and EMPIRE ND ACQUISITION LLC, a Delaware
limited liability company ("Acquisition", and, together with END, collectively, "Borrowers"), and EQUITY
BANK, a Kansas banking corporation (the "Bank"). END and Acquisition are sometimes collectively referred to herein as
a "Borrower" and collectively as the "Borrowers".
W
I T N E S S E T H:
WHEREAS,
Borrowers and Bank are parties to that certain Revolver Loan Agreement dated as of December 29, 2023 (the "Existing Loan Agreement"),
pursuant to which Bank established a revolving line of credit facility in the maximum principal amount of $15,000,000.00 for the benefit
of Borrowers (the "Existing Commitment") until the maturity date of December 29, 2026 (the "Existing Maturity
Date").
WHEREAS,
Borrowers have requested, and Bank has agreed to (i) increase the Revolver Commitment in the increased maximum principal amount of $20,000,000.00
(subject to the Revolver Commitment Amount and the Collateral Borrowing Base limitations), (ii) increase the MCR from $150,000.00 to
$250,000.00 and (iii) make certain other modifications to the existing Loan Agreement by amending the Existing Loan Agreement, all upon
the terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt
of which is acknowledged by the parties hereto, the parties agree as follows:
| 1. | Definitions.
Capitalized terms used herein and not otherwise defined shall have the meaning given in the
Existing Loan Agreement. |
| a. | The
definition of "Letters of Credit" shall be amended as follows: |
"Letters
of Credit" shall mean any and all letters of credit issued by Bank pursuant to the request of Borrowers in accordance with the
provisions of Sections 2.1 and 2.7 hereof which at any time remain outstanding and subject to draw by the beneficiary, whether
in whole or in part.
| b. | The
definition of "MCR" shall be amended as follows: |
"MCR"
shall have the meaning assigned thereto in Section 2.12.
| c. | The
definition of "Revolver Commitment Amount" shall be amended as follows: |
"Revolver
Commitment Amount" shall be the maximum outstanding principal amount plus Letter of Credit Exposures the Bank agrees from time
to time to make available under the Revolver Commitment (initially stipulated to be equal to $20,000,000.00).
| 2. | Revolver
Commitment. The Revolver Commitment is hereby renewed and increased in the increased
maximum principal amount of $20,000,000.00 until the existing Revolver Final Maturity Date. |
| 3. | Replacement
Revolver Note. All of the Indebtedness created pursuant thereto shall be evidenced by
that certain Promissory Note (Revolver Note) dates as of even date herewith, from the Borrowers
payable to the order of Bank in the existing maximum principal amount of $20,000,000.00 (the
"Replacement Revolver Note"), in form, scope and substance acceptable to
the Bank. The Replacement Revolver Note shall bear interest on unpaid balances of principal
from time to time outstanding at a variable rate equal from day to day to the Base Rate plus
one hundred and fifty basis points (1.50%), and in no event lower than 8.50%. The Replacement
Revolver Note shall be payable as set forth therein and in Section 2.2 of the Existing
Loan Agreement. All references to the Revolver Note in the Existing Loan Agreement and other
Loan Documents shall hereafter refer to the Replacement Revolver Note. |
| 4. | Monthly
Commitment Reductions. Section 2.12 of the Existing Loan Agreement shall be amended as
follows: |
2.12.
Monthly Commitment Reductions. Commencing on December 31, 2024, and occurring on the last day of each calendar month thereafter,
the Revolver Commitment Amount shall be automatically reduced by $250,000.00 (the "MCR"). From time to time thereafter,
the MCR will be subject to adjustment by the Bank in its discretion at each semi-annual Collateral Borrowing Base redetermination. To
the extent the outstanding principal balance of the Revolver Note (including Letter of Credit Exposure) is in excess of the adjusted
amount of the Revolver Commitment Amount, Borrowers shall make a mandatory principal prepayment on the Revolver Note in such amount as
is necessary to reduce the outstanding principal balance of the Revolver Note (including Letter of Credit Exposure) to an amount less
than or equal to the adjusted Revolver Commitment Amount, which such mandatory principal prepayment shall be made within five (5) days
of the applicable MCR principal payment. Any such payments shall be in addition to the regularly scheduled interest payment.
| 5. | Loan
Origination Fee. Section 2.4 of the Existing Loan Agreement shall be amended as follows: |
2.4 Loan
Origination Fee. Borrowers shall pay to the Bank a fully earned and non-refundable loan origination fee equal to $69,000.00.
| 6. | Guaranty
Ratification. Borrowers shall cause the Guarantor to execute and deliver to the Bank
the Guarantor Acknowledgment and Ratification attached hereto (the "Guarantor Ratification"). |
2
| 7. | Conditions
Precedent. Borrowers shall execute and deliver, or cause to be executed and delivered
to the Bank, each of the following as express conditions precedent to the effectiveness of
the amendments and modifications contemplated by this First Amendment: |
| b. | Replacement
Revolver Note; |
| c. | The
Guarantor Ratification; |
| d. | Closing
certificates from Borrowers and Guarantor in form, scope and substance acceptable to the
Bank; and |
| e. | Such
updated financial statements and information on Borrowers and the Guarantor as the Bank shall
request. |
| 8. | Ratification
and Continuation. The remaining terms, provisions and conditions set forth in the Existing
Loan Agreement shall remain in full force and effect as long as any Indebtedness of the Borrowers
is owing to the Bank and/or the Commitment remains in effect. The Borrowers restate, confirm
and ratify the warranties, covenants and representations set forth in the Existing Loan Agreement
(except the representations and warranties that specify a specific date or period of time)
and further represents to the Bank that, as of the date hereof, no Default or Event of Default
exists under the Loan Agreement (including this First Amendment). All references to the "Loan
Agreement" appearing in any of the Loan Documents shall hereafter be deemed references
to the Existing Loan Agreement as amended, modified and supplemented by this First Amendment.
In the event of any inconsistency between the terms of this First Amendment and the terms
of the Existing Loan Agreement, the terms of this First Amendment shall control and govern,
and the agreements shall be interpreted so as to carry out and give full effect to the intent
of this First Amendment. Each of the Borrowers and the Bank hereby adopt, ratify and confirm
the Loan Agreement, as amended hereby, and acknowledge and agree that the Loan Agreement
and all other Loan Documents, are and remain in full force and effect. Borrowers acknowledge
and agree that its liabilities and obligations under the Loan Agreement and all other Loan
Documents, including the Security Instruments, are not impaired in any respect by this First
Amendment. Borrowers further ratify, confirm, and continue the mortgage liens and security
interests granted thereby pursuant to the Existing Loan Agreement and Loan Documents and
hereby grants and regrants such mortgage liens and security interests in favor of the Bank. |
| 9. | Fees
and Expenses. The Borrowers agree to pay to the Bank on demand all costs, fees and expenses
(including without limitation reasonable attorneys' fees and legal expenses) incurred or
accrued by the Bank in connection with the preparation, negotiation, execution, closing,
delivery, and administration of the Loan Agreement (including this First Amendment) and the
other Loan Documents (including Security Instruments),
or any amendment, waiver, consent or modification thereto or thereof, or any enforcement thereof. |
3
| 10. | SUBMISSION
TO JURISDICTION. BORROWERS AND THE BANK HEREBY CONSENT TO THE JURISDICTION OF ANY OF
THE LOCAL, STATE, AND FEDERAL COURTS LOCATED WITHIN TULSA COUNTY, OKLAHOMA AND WAIVE ANY
OBJECTION BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING
IN ANY SUCH COURT. |
| 11. | WAIVER
OF JURY TRIAL. BORROWERS AND THE BANK FULLY, VOLUNTARILY AND EXPRESSLY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THE
LOAN AGREEMENT (INCLUDING THIS FIRST AMENDMENT) OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT
OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION THEREWITH
OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THE EXISTING LOAN AGREEMENT,
THE SECURITY INSTRUMENTS AND/OR ANY OTHER LOAN DOCUMENT. BORROWERS AND THE BANK AGREE THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. |
| 12. | Counterparts.
This First Amendment may be executed in multiple counterparts, each of which, when so executed,
shall constitute an original copy. Transmission by facsimile or electronic transmission (e.g.,
pdf format) of an executed counterpart of this First Amendment by any party shall be deemed
to constitute due and sufficient delivery of such counterpart and such facsimile or electronic
transmission shall be deemed to be an original counterpart of this First Amendment. |
| 13. | Governing
Law. This First Amendment shall be deemed to be a contract made under and shall be governed
by and construed in accordance with the laws of the State of Oklahoma. |
| 14. | Release.
In consideration of the amendments contained herein, Borrowers hereby waive and release the
Bank from any and all claims and defenses, known or unknown, as of the effective date of
this First Amendment, with respect to the Loan Agreement (including this First Amendment)
and the Loan Documents and the transactions contemplated thereby. |
[Signature
page follows.]
4
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Revolver Loan Agreement to be duly executed and delivered by
the respective duly authorized representatives of Borrowers to the Bank in Tulsa, Oklahoma, effective as of the day and year first above
written.
| BORROWERS: |
EMPIRE
NORTH DAKOTA LLC,
a Delaware limited liability company
By:
/s/ Michael R. Morrisett
Name:
Michael R. Morrisett
Title:
Chief Executive Officer
|
| |
|
| |
EMPIRE
ND ACQUISITION LLC,
a Delaware limited liability company
By:
/s/ Michael R. Morrisett
Name:
Michael R. Morrisett
Title:
Chief Executive Officer
|
| |
|
Loan Agreement Signature
Page
| BANK: |
EQUITY
BANK,
a
Kansas banking corporation
By:
/s/ Terry Blain
Terry
Blain, Senior Vice
President/Energy |
| |
|
Loan Agreement Signature
Page
GUARANTOR
ACKNOWLEDGMENT AND RATIFICATION
The
undersigned guarantor (the "Guarantor") hereby acknowledges, ratifies, confirms, restates and continues in full force
and effect in favor of EQUITY BANK (the "Bank") the continuing validity, effectiveness and enforceability of that certain
Guaranty Agreement from Guarantor, dated as of December 29, 2023 (the "Guaranty Agreement"), issued by Guarantor to
the Bank pursuant to that certain Revolver Loan Agreement dated as of December 29, 2023 (the "Existing Loan Agreement"),
between EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END"), by and between EMPIRE ND ACQUISITION
LLC, a Delaware limited liability company ("Acquisition", and together with END, collectively, the "Borrowers"),
as borrowers, and the Bank, as lender, as therein described and defined, including as amended and modified by virtue of the First Amendment
to Revolver Loan Agreement between Borrowers and the Bank dated effective as of November 18, 2024 (the "First Amendment",
and together with the Existing Loan Agreement, collectively, the "Loan Agreement"), all as more particularly described
and defined in the First Amendment, with the same force and effect as if such Guaranty Agreements were fully restated herein.
The
undersigned Guarantor acknowledges, approves and consents to the terms and provisions of the First Amendment.
A
facsimile signature page may be delivered to the Bank with the same force and effect as a manually executed signature page and delivery
of such facsimile signature page shall constitute a covenant of Guarantor that a manually executed signature page will be promptly and
timely delivered to the Bank.
[Signature
Page Follows]
Guarantor Acknowledgment
- 1
IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered to Bank in Tulsa, Oklahoma, effective as of the date
first above written.
EMPIRE
PETROLEUM CORPORATION,
a
Delaware corporation
By:
/s/ Michael R. Morrisett
Michael R. Morrisett, President
Guarantor
Acknowledgment - 2
EXHIBIT
99
Empire
Petroleum Increases Revolver Loan Facility with Equity Bank to
$20 Million in Support of Strategic Growth Initiatives
| • | Amended
current revolver commitment from $10 Million to $20 Million |
| • | Initially
provides additional financial capacity of over $11 Million |
TULSA,
OK – (November 22, 2024) – Empire Petroleum Corporation (NYSE American: EP) (“Empire” or the “Company”)
today announced that it has entered into an amendment to its Revolver Loan Agreement with Equity Bank (Equity Bancshares, Inc. NYSE:
EQBK), increasing the total principal commitment to $20.0 million, up from an initial $10.0 million through December 29, 2026. Currently,
Empire has approximately $8.4 million borrowed on the $20.0 million facility.
The
loan is secured by assets from two of the Company’s subsidiaries, Empire North Dakota, LLC, and Empire ND Acquisition, LLC. The
increase highlights Empire’s strong operational and financial progress, supported by ongoing strategic initiatives, including the
successful completion of an oversubscribed $10.0 million rights offering earlier this year.
“I
would like to express my appreciation to Equity Bank’s energy team for their continued support,” said Mike Morrisett, President
and CEO. “This revolver increase provides us with additional financial resources to further execute our North Dakota development,
drive growth, and deliver value to our shareholders.”
ABOUT
EMPIRE PETROLEUM
Empire
Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota,
Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies
with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
SAFE
HARBOR STATEMENT
This
release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations,
statements with respect to the Company’s estimates, strategy, and prospects. Such statements are subject to certain risks and uncertainties
which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31,
2023, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially
from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s
ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties,
general economic conditions both domestically and abroad, uncertainties associated with legal and regulatory matters, and other risks
and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company
does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances,
changes in expectations, or otherwise.
CONTACTS
Empire
Petroleum Corporation
Mike
Morrisett
President
& CEO
539-444-8002
Info@empirepetrocorp.com
Kali
Carter
Communications
& Investor Relations Manager
918-995-5046
IR@empirepetrocorp.com
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Empire Petroleum (AMEX:EP)
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Empire Petroleum (AMEX:EP)
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From Dec 2023 to Dec 2024
