Empire Petroleum Corp Issues $3.25M Convertible Promissory Note to PIE

What Happened
Empire Petroleum Corporation announced it issued a Promissory Note on September 10, 2026 to Petroleum Independent & Exploration, LLC (PIE) for $3,250,000, which PIE has advanced to the company. The Note matures on March 10, 2028, carries 6% annual interest (increasing to 9% on any unpaid principal after the maturity date), and may be converted by PIE into common stock beginning November 9, 2026 through the maturity date.

Key Details

• Principal: $3,250,000 advanced by PIE on September 10, 2026.
• Interest: 6% per year until March 10, 2028; unpaid principal thereafter accrues 9% per year. Accrued interest payable in cash on maturity (or immediately upon an Event of Default).
• Conversion: PIE may convert any portion of principal into common stock at $2.838 per share (conversion window Nov 9, 2026–Mar 10, 2028). Full conversion would equal 1,145,173 shares; accrued interest on converted principal is paid in cash at conversion.
• Prepayment: Company may prepay principal at any time without penalty with at least five business days’ prior written notice; all principal and accrued interest paid in cash.
• Use of proceeds: General working capital. Company will seek NYSE American approval to list the underlying shares. The filing references prior disclosures (proxy and Q‑10 filings) for any material relationship with PIE.

Why It Matters
This transaction creates a material new debt obligation for Empire Petroleum and provides near-term liquidity for working capital. The note’s conversion feature creates potential equity dilution (up to 1,145,173 shares if fully converted), while the interest and maturity terms set cash obligations the company must satisfy if it does not prepay or convert. Investors should note the timing: conversion can begin November 9, 2026, and the note matures March 10, 2028.