EMPIRE PETROLEUM CORP 8-K

What Happened

• On February 2, 2026, Empire Petroleum Corporation announced a registered rights offering to raise up to $6.0 million. The company will grant, at no charge, one non-transferable subscription right for each whole share of common stock held as of the record date (February 2, 2026).
• Each subscription right entitles the holder to purchase 0.057 shares of common stock at a subscription price of $2.99 per whole share (rounded down to avoid issuing fractional shares). Subscription rights expire at 5:00 p.m. Eastern time on February 27, 2026, unless extended. A prospectus supplement and related documents were filed with the SEC on February 2, 2026, and a press release was issued.

Key Details

• Offering size: up to $6.0 million.
• Record date: February 2, 2026; expiration: 5:00 p.m. ET on February 27, 2026 (unless extended).
• Rights: one non-transferable right per whole share owned; each right allows purchase of 0.057 shares at $2.99 per share (no fractional shares issued).
• Oversubscription privilege: shareholders who fully exercise may apply to buy additional available shares, subject to availability and pro‑rata allocation.

Why It Matters

• This is a capital-raising event that could increase Empire Petroleum’s cash resources by up to $6.0M if fully subscribed.
• Existing shareholders receive the right to purchase shares first, which lets them maintain their proportional ownership if they exercise their rights; because rights are non-transferable, holders cannot sell the rights to third parties.
• The offering may dilute ownership for shareholders who do not exercise their rights if new shares are issued; shareholders should review the prospectus supplement and decide by the February 27, 2026 deadline.