EMPIRE PETROLEUM CORP 8-K

What Happened
Empire Petroleum Corporation (the “Company”) announced on May 1, 2026 that it entered into a Sales Agreement with Roth Capital Partners, LLC under which the Company may sell, from time to time, up to $30,000,000 of its common stock in “at-the-market” offerings or through privately negotiated transactions. Sales, if any, will be made under the Company’s shelf registration statement on Form S-3 (File No. 333-274327) and will occur at prevailing market prices or as otherwise agreed with the agent. The Company is not obligated to sell any shares, and the agent is not obligated to sell or offer any shares.

Key Details

• Agreement date: May 1, 2026; agent: Roth Capital Partners, LLC.
• Maximum aggregate offering size: $30,000,000 of common stock.
• Agent fee: 3.0% of gross proceeds on shares sold; Company will also reimburse the agent’s reasonable documented out-of-pocket expenses.
• Sales subject to placement notices from the Company, standard conditions, indemnification obligations, and termination rights for either party; shares issued under the Company’s effective Form S-3 shelf registration.

Why It Matters
This agreement gives Empire Petroleum a flexible way to raise capital by selling shares into the market as needed. If the Company chooses to sell shares, equity dilution could occur and the amount of capital raised will depend on market prices and the timing of any sales. There is no guarantee the Company will sell any shares under this agreement.