false
0000887396
0000887396
2024-02-23
2024-02-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
FEBRUARY 23, 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 $.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
2.02 | Results
of Operations and Financial Condition. |
On February 23, 2024, Empire Petroleum Corporation (the “Company”)
issued a press release announcing an operational update and preliminary financial results for the fourth quarter 2023. A copy of the
press release is furnished herewith as Exhibit 99.
This information is being furnished pursuant to Item 2.02 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:
February 23, 2024 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
3
EXHIBIT
99
EMPIRE
PETROLEUM ANNOUNCES OPERATIONAL UPDATE AND PRELIMINARY FINANCIAL RESULTS FOR FOURTH QUARTER 2023
Starbuck
Drilling Program in North Dakota Providing Solid Results
Driving
Further Asset Development Efforts Across Remaining Attractive Portfolio, Including Near-Term Focus on New Mexico and Texas
TULSA,
OK (February 23, 2024) – Empire Petroleum (NYSE American: EP) (“Empire” or the “Company”), an oil and
gas company with producing assets in New Mexico, North Dakota, Montana, Texas and Louisiana, today provided an update on its program
to further develop its Starbuck Field located in North Dakota (the ”Starbuck Drilling Program”). In addition, the Company
announced preliminary operational and financial results for Q4 2023. Empire expects 2024 to be a year of progress as it continues to
advance the Starbuck Drilling Program and begins technical work for production uplift opportunities in New Mexico and Texas.
ASSET
DEVELOPMENT UPDATE
The
Starbuck Drilling Program’s first well came online in December 2023 and a total of four wells in the Upper Charles Formation have
been placed on production. As of today, collectively all four wells have over 18,000 feet of horizontal pay and the Company is currently
optimizing completions while increasing the core production through its enhanced oil recovery (“EOR”) program. Production
since the purchase of the Starbuck Field has increased over 500%, with a goal of growth of 2,000% to 5,000% by the end of 2024.
At
this time, the Company has one rig in the Starbuck Field drilling a fifth horizontal well, which is to be followed by completing the
horizontal lateral in two previously drilled vertical wells with a radius into the target zone of development. As the Starbuck Field
is strategically designed for EOR production, the Company anticipates EOR development to begin in Q2 2024 with the goal of providing
a meaningful increase in production beginning as soon as the second half of 2024 and going forward.
Empire
has also logged five vertical pilot wells to help identify additional pay and extend existing reservoirs, which has confirmed three additional
primary zones of interest and two secondary zones of interest. In addition, the Company has drilled a vertical appraisal well in the
Starbuck Field to core two new target zones for development. The two new primary target zones of development have been successfully cored
as of this press release and the cores have just been delivered for analysis. The data will then be added to the development plan while
the vertical well will be placed on production in Q1 2024.
Complementing
these efforts, Empire has begun its technical work for production uplift opportunities on its New Mexico and Texas assets, including
a pilot drilling program in New Mexico that is expected to begin later in 2024.
Q4
2023 PRELIMINARY RESULTS
Production
and Expenses. The Company’s Q4 2023 total production is estimated at 185,000 barrels oil equivalent or approximately 2,011
barrels of oil equivalent per day (BOE/D) (approximately 64% oil), with estimated production revenue of approximately $9.9 million. Lease
operating expenses including workovers trended higher than prior quarters and reflects a higher level of compliance-related activities.
The Company’s general and administrative expenses are expected to be higher on a sequential basis in Q4 2023 resulting from legal
costs regarding financing and operations. The Company is continuing its closing process and analysis of its results including the finalization
of proved oil and gas reserves and would note that the 12-month trailing average WTI price for 2023 is $78/barrel versus $94/barrel in
2022 and natural gas is $2.64 per MMBtu for 2023 versus $6.36 per MMBtu in 2022.
Capital
Investments. The Company expects its incurred capital expenditures from Q4 2023 to be approximately $18 million to $20 million. The
bulk of the expenditures are related to the Starbuck Drilling Program. For 2024 to date, the Company estimates it has incurred Starbuck
Drilling Program capital expenditures of between $7 million and $9 million.
Liquidity
and Capital Resources. As of December 31, 2023, the Company’s working capital is expected to be a deficit of approximately
$5 million, which is primarily driven by payables related to the Starbuck Drilling Program. The Company’s availability under its
new credit facility was $5.5 million at December 31, 2023. An additional $2.7 million has been borrowed under the new credit facility
during Q1 2024.
On
February 16, 2024, the Company entered into a $5 million convertible bridge loan agreement with Energy Evolution Master Fund, Ltd, (“EEF”),
the Company’s largest stockholder, with an initial amount of $2.5 million received on February 16, 2024. The loan matures on February
15, 2026, and the interest rate of 7% is payable in the Company’s stock on a quarterly basis. The additional $2.5 million can be
drawn anytime in the next three months at the Company’s request.
Empire’s
full fiscal year and Q4 2023 financial results are planned for release concurrently with the filing of its Form 10-K, which is currently
estimated to be on March 28, 2024. The unaudited results or balances noted in this press release are preliminary and subject to adjustment.
Actual results may differ materially from these estimates.
Mike
Morrisett, President & Chief Executive Officer of Empire, commented, “We are extremely pleased to have the continued support
of our major shareholders – Phil Mulacek and EEF – who in November 2023 invested $20 million, as described in our prior Form
8-K’s, to support our recent capital spending for the Starbuck Drilling Program.”
Mr.
Morrisett continued, “The first four wells online have initially increased production in the Starbuck field to over 500%. We look
forward to bringing more wells online in 2024. Also to note and described in a previous filed Form 8-K, we have recently established
a new $10 million revolver facility with a regional bank focusing on our ongoing development efforts in North Dakota. I would like to
thank our employees, field crew, vendors and consultants, who have worked tirelessly during the harsh winter elements.”
Phil
Mulacek, Chairman of the Board of Empire, expanded, “During the recent development, we have learned a substantial amount about
the technical backbone of the field and reservoir, as well as related enhanced drilling and completion techniques. The result has been
material cost reductions on a per well basis, which creates the potential for excellent well economics within our North Dakota operations.”
Mr.
Mulacek concluded, “We are exploring the additional formations in parallel to expand the drilling activities. Right now, we are
awaiting core results and have commissioned seismic studies to put into place a much larger production program. We plan on further developing
the Upper Charles Formation with enhanced oil recovery techniques and look forward to expanding the North Dakota development in the additional
target zones in the second and third quarters of 2024. We are also excited about the development opportunities we see in our remaining
attractive asset portfolio. This includes a near term focus on our New Mexico and Texas assets, including the potential to begin a pilot
drilling program in New Mexico later this year. We look forward to keeping everyone apprised of our progress.”
ABOUT
EMPIRE PETROLEUM
Empire
Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in Texas, Louisiana, North
Dakota, Montana, and New Mexico. 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,
2022, 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, 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.
CONTACT
Empire
Petroleum Corporation:
Mike
Morrisett, President & CEO
539-444-8002
info@empirepetrocorp.com
Investor
Relations:
Al
Petrie Advisors
Wes
Harris, Partner
281-740-1334
wes@alpetrie.com
v3.24.0.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Empire Petroleum (AMEX:EP)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Empire Petroleum (AMEX:EP)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
