Form 8-K

8-K — EMPIRE PETROLEUM CORP

Accession: 0001072613-26-000771

Filed: 2026-09-16

Period: 2026-09-10

CIK: 0000887396

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — emp_8k-19095.htm (Primary)

EX-10 — PROMISSORY NOTE DUE MARCH 10, 2028 (exh_10.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8K DATED SEPTEMBER 10, 2026

8-K (Primary)

Filename: emp_8k-19095.htm · Sequence: 1

emp_081525

false

0000887396

2026-09-10

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):

SEPTEMBER

10, 2026

_______________________________

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

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 ☐

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.

September 10, 2026, Empire Petroleum Corporation (the “Company”) issued that certain Promissory Note in the aggregate principal

amount of $3,250,000 (the “Note”) to Petroleum Independent & Exploration, LLC, a Nevada limited liability company (“PIE”).

As of September 10, 2026, PIE has advanced the Company $3,250,000 under the Note. The proceeds of the Note will be used by the Company

for general working capital purposes.

The

Note matures on March 10, 2028 (the “Maturity Date”) and accrues interest at the rate of 6% per annum. After the Maturity

Date, any principal balance of the Note remaining unpaid accrues interest at the rate of 9% per annum. All accrued but unpaid interest

is payable in cash on the Maturity Date, except upon the occurrence of an Event of Default (as defined in the Note), in which case all

accrued and unpaid interest shall immediately be due and payable.

All

or any portion of the outstanding principal amount of the Note may be converted into shares of common stock of the Company at a conversion

price of $2.838 per share (the “Conversion Price”), at the option of PIE, at any time and from time to time from the period

beginning on November 9, 2026 and ending on the Maturity Date. If the full principal amount of the Note is converted into shares of common

stock of the Company, 1,145,173 shares (the “Underlying Shares”) would be issued. Accrued and unpaid interest on the principal

amount converted is paid in cash on the date of conversion. The Conversion Price is subject to customary adjustments.

The

Note may be prepaid at any time or from time to time without the consent of PIE and without penalty or premium, provided that the Company

provides PIE with at least five business days prior written notice, each principal payment is made in cash and all accrued interest is

paid in cash.

The

Company will use commercially reasonable efforts to cause the NYSE American to approve a supplemental listing application related to

the issuance of the Underlying Shares as soon as reasonably practicable.

For

a description of any material relationship between the Company and PIE, see the Company’s definitive proxy statement for its 2026

Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 and the

Company’s Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 14, 2026.

The

foregoing summary of the Note is qualified in its entirety by reference to the full terms and conditions of the Note, 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

3.02. Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance

of the Note was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements

of that Act provided by Section 4(a)(2) thereof. PIE is a sophisticated accredited investor with the experience and expertise to evaluate

the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment.

Item

9.01. Financial

Statements and Exhibits.

(d) Exhibits.

The

following exhibits are filed or furnished herewith.

Exhibit

Number

Description

Empire Petroleum Corporation Promissory Note Due March 10, 2028 in the aggregate principal amount of $3,250,000 in favor of Petroleum Independent & Exploration, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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:      September

16, 2026

By:

/s/ Michael

R. Morrisett

Michael

R. Morrisett

President

and Chief Executive Officer

EX-10 — PROMISSORY NOTE DUE MARCH 10, 2028

EX-10

Filename: exh_10.htm · Sequence: 2

EXHIBIT

THIS

NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE

STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY

ACCEPTABLE TO THE COMPANY.

$3,250,000

Original

Issue Date: September 10, 2026

Empire

Petroleum Corporation

PROMISSORY NOTE DUE MARCH 10, 2028

THIS

NOTE of Empire Petroleum Corporation, a Delaware corporation (the “Company”), dated September 10, 2026 (the “Original

Issue Date”), is designated as Promissory Note due March 10, 2028, in the original aggregate principal amount of Three Million

Two Hundred Fifty Thousand Dollars ($3,250,000) (this “Note”).

FOR

VALUE RECEIVED, the Company promises to pay to the order of Petroleum Independent & Exploration, LLC or its registered assigns (the

“Investor”), the principal sum of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), plus any and all

accrued but unpaid interest thereon, in cash on March 10, 2028 (subject to Section 9, the “Maturity Date”). This

Note is subject to the following additional provisions:

Advance. On the Original Issue Date, the Investor

advanced to the Company an amount equal to Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) under this Note.

Interest. The outstanding principal amount of

this Note shall accrue interest at the rate of six percent (6%) per annum until the Maturity Date. After the Maturity Date and upon the

occurrence and during the continuation of any Event of Default, any principal balance of the Note remaining unpaid shall bear interest

at the rate of nine percent (9%) per annum. Accrued interest shall be calculated on the basis of a three hundred sixty (360) day year

for the actual number of days elapsed and shall accrue daily commencing on the Original Issue Date and be compounded monthly on the first

(1st) day of each calendar month.

Certain Defined Terms.

(a)

“Business Day” means any day other than a Saturday, a Sunday, or any day on which the Federal Reserve Bank of New

York is closed.

(b)

“Common Stock” means the common stock, $0.001 par value per share, of the Company.

(c)

“Event of Default” means (a) any failure of the Company to make any payment of interest or principal hereunder in

cash or Underlying Shares (as applicable) within two (2) Business Days of the date when due or (b) any other material breach of the terms

hereof by the Company which failure remains uncured within five (5) Business Days of notice by the Investor to the Company.

(d)

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period

ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market

on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of

movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts

or futures contracts traded on such exchange or market relating to the Common Stock.

(e)

“Trading Day” means any day on which (i) trading in the Common Stock generally occurs on the principal U.S. national

or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national

or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (ii) there is no Market

Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

Registration of the Note. The Company shall register

this Note upon records maintained by the Company for that purpose (the “Note Register”) in the name of the Investor.

The Company may deem and treat the registered Investor of this Note as the absolute owner hereof for the purpose of any payment of principal

hereof or interest hereon and for all other purposes, absent actual notice to the contrary from such record Investor.

Registration of Transfers and Exchanges. The Company

shall register the transfer of any portion of this Note in the Note Register upon surrender of this Note to the Company at its address

for notice set forth herein. Upon any such registration or transfer, a new Note, in substantially the form of this Note (any such new

note, a “New Note”), evidencing the portion of this Note so transferred shall be issued to the transferee and a New

Note evidencing the remaining portion of this Note not so transferred, if any, shall be issued to the transferring Investor. The acceptance

of the New Note by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a

holder of a Note. No service charge or other fee will be imposed in connection with any such registration of transfer or exchange. The

Company agrees that its prior consent is not required for the transfer of any portion of this Note.

Prepayment. The outstanding principal amount of

this Note may be prepaid at any time or from time to time, in each case together with all accrued and unpaid interest on the amount prepaid

through the date of prepayment (the “Pre-Payment Date”), without the consent of the Investor and without penalty or

premium, provided, however, that (i) Borrower must provide the Investor at least five (5) Business Days’ prior written notice

of any Pre-Payment Date, (ii) each principal prepayment shall be made in cash, and (iii) all accrued and unpaid interest thereon shall

be payable in cash.

Optional Conversion of Principal.

(a)

All or any portion of the outstanding principal amount of this Note shall be convertible into shares of Common Stock at a price per share

equal to Two Dollars and 838/1,000 ($2.838) (the “Conversion Price”), at the option of the Investor, at any time and

from time to time from the period beginning on November 9, 2026 and ending on the Maturity Date. For the avoidance of doubt, any remaining

unconverted principal amount remains payable in cash. The Investor may effect conversions under this Section 7, by delivering to the

Company a written notice in the form attached hereto as Exhibit A (each, a “Conversion Notice”) together with

a schedule in the form attached hereto as Schedule 1 (each, a “Conversion Schedule”). With respect to each

conversion hereunder, the date the applicable Conversion Notice together with the applicable Conversion Schedule is delivered to the

Company in accordance with this Section 7(a) is referred to herein as a “Conversion Date.”

(b)

The number of shares issuable upon any conversion of principal hereunder (the “Underlying Shares”) shall equal the

outstanding principal amount of this Note to be converted divided by the Conversion Price. All accrued and unpaid interest on the principal

amount converted shall be due and payable on the applicable Conversion Date in cash.

(c)

The Company shall, by the third Trading Day following a Conversion Date, issue or cause to be issued and delivered to or upon the written

order of the Investor and in such name or names as the Investor may designate a certificate for the Underlying Shares issuable upon such

conversion. Such certificate shall be issued with a restrictive legend if applicable. The Investor, or any person so designated by the

Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the applicable

Conversion Date.

(d)

The Investor shall not be required to deliver the original Note to the Company in order to effect a conversion hereunder. Execution and

delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the

remaining outstanding principal amount.

(e)

Issuance of certificates for Underlying Shares upon conversion of (or otherwise in respect of) this Note shall be made without charge

to the Investor for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the

issuance of such certificate, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall

not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Underlying

Shares or this Note in a name other than that of the Investor. The Investor shall be responsible for all other tax liability that may

arise as a result of holding or transferring this Note or receiving Underlying Shares in respect hereof.

(f)

The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise

unreserved Common Stock, solely for the purpose of enabling it to issue Underlying Shares as required hereunder, the number of Underlying

Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) the aggregate then-outstanding principal

amount of this Note (taking into account any applicable adjustments of Section 8). The Company covenants that all Underlying Shares so

issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly and validly authorized, issued and fully paid

and nonassessable.

Certain Adjustments. The Conversion Price is subject

to adjustment from time to time as set forth in this Section 8. Paragraph (a) of this Section 8 shall in no way apply to any rights offering

or distribution of rights related to the Company’s Common Stock in the calendar years 2026, 2027, or 2028.

(a)

Stock Dividends and Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend on its Common

Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding

shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of

shares, then in each such case the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares

of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock

outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately

after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant

to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b)

Pro Rata Distributions. If the Company, at any time while this Note is outstanding, distributes to all holders of Common Stock

(i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph),

(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”),

then, at the request of the Investor delivered before the ninetieth (90th) day after the record date fixed for determination

of shareholders entitled to receive such distribution, the Company will deliver to the Investor, within five (5) Trading Days after such

request (or, if later, on the effective date of such distribution), the Distributed Property that the Investor would have been entitled

to receive in respect of the Underlying Shares for which this Note could have been converted immediately prior to such record date. If

such Distributed Property is not delivered to the Investor pursuant to the preceding sentence, then upon any conversion of this Note

that occurs after such record date, the Investor shall be entitled to receive, in addition to the Underlying Shares otherwise issuable

upon such conversion, the Distributed Property that the Investor would have been entitled to receive in respect of such number of Underlying

Shares had the Investor been the record holder of such Underlying Shares immediately prior to such record date. Notwithstanding the foregoing,

this Section 8(b) shall not apply to any distribution of rights or securities in respect of adoption by the Company of a shareholder

rights plan, which events shall be covered by Section 8(a).

(c)

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation

of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series

of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to

which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any

reclassification of the

Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into

or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock

covered by Section 8(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion

of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion

absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive

upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of

one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the Company shall

apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different

components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to

be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives

upon any conversion of this Note following such Fundamental Transaction.

(d)

Reclassifications; Share Exchanges. In case of any reclassification of the Common Stock, or any compulsory share exchange pursuant

to which the Common Stock is converted into other securities, cash or property (other than compulsory share exchanges which constitute

Change of Control transactions), the Investor shall have the right thereafter to convert such shares only into the shares of stock and

other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such reclassification or

share exchange, and the Investor shall be entitled upon such event to receive such amount of securities, cash or property as a holder

of the number of shares of Common Stock of the Company into which such shares of the Note could have been converted immediately prior

to such reclassification or share exchange would have been entitled. This provision shall similarly apply to successive reclassifications

or share exchanges.

(e)

Calculations. All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.

The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the

Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(f)

Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 8 (other than excluded transactions under

clause (i) of paragraph (a)), the Company at its expense will promptly compute such adjustment in accordance with the terms hereof and

prepare a certificate describing in reasonable detail such adjustment and the transactions giving rise thereto, including all facts upon

which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Investor.

(g)

Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property

in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital

stock of the Company or any subsidiary of Parent (other than excluded transactions under clause (i) of paragraph (a)), (ii) authorizes

and publicly approves, or enters into any agreement contemplating or solicits shareholder approval for any Fundamental Transaction or

(iii) publicly

authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall

deliver to the Investor a notice describing the material terms and conditions of such transaction, at least twenty (20) calendar days

prior to the applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote

with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Investor is given

the practical opportunity to convert this Note into Common Stock under Section 7 hereof prior to such time so as to participate

in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not

affect the validity of the corporate action required to be described in such notice.

(h)

Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Underlying Shares on conversion

of this Note. If any fraction of an Underlying Share would, except for the provisions of this Section, be issuable upon conversion of

this Note or payment of interest hereon, the number of Underlying Shares to be issued will be rounded up to the nearest whole share.

Event of Default; Acceleration. Upon the occurrence

of an Event of Default, the Maturity Date shall be deemed also to have occurred and the outstanding principal amount of this Note and

all accrued and unpaid interest thereon shall immediately be due and payable to the Investor. The Company waives presentment, demand,

notice of dishonor, protest, and notice of nonpayment and protest of this Note.

10.

SLAP Approval. The Company shall use commercially

reasonably efforts to cause the NYSE American to approve a supplemental listing application related to the issuance of the Underlying

Shares as soon as reasonably practicable (“SLAP Approval”). Notwithstanding anything contained herein to the contrary,

none of the Underlying Shares shall be issued or issuable unless and until the occurrence of SLAP Approval, and any of the Underlying

Shares that should have otherwise been payable hereunder shall be paid in cash.

11.

Notices. Any and all notices or other communications

or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission,

if such notice or communication is delivered via e-mail specified in this Section prior to 6:30 p.m. (New York City time) on Trading

Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail specified in this

Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following

the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such

notice is required to be given. The addresses for such communications shall be: (i) if to the Company, Empire Petroleum Corporation,

2200 S. Utica Place, Suite 150, Tulsa Oklahoma 74114, Attention: Chief Executive Officer and President, E-mail: mike@empirepetrocorp.com;

and (ii) if to the Investor, to the address or e-mail appearing on the shareholder records of the Company or such other address or e-mail

as the Investor may provide to the Company in accordance with this Section.

12.

Miscellaneous.

(a)

This Note shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. The Company

may not assign any of its rights or obligations hereunder to any other person without the prior written consent of the Investor, which

may be given or withheld in its sole discretion. The Investor may assign any of its rights hereunder to a third person without the prior

written consent of the Company.

(b)

Nothing in this Note shall be construed to give to any person or corporation other than the Company and the Investor any legal or equitable

right, remedy, or cause under this Note.

(c)

All questions concerning the construction, validity, enforcement, and interpretation of this Note shall be governed by and construed

and enforced in accordance with the laws of the State of Delaware. Each party hereto hereby irrevocably waives, to the fullest extent

permitted by applicable law, any and all right to trial by jury in any action, claim, suit, investigation or proceeding (including, without

limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”).

The prevailing party in a Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs

and expenses incurred with the investigation, preparation, and prosecution of such Proceeding.

(d)

The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of

the provisions hereof.

(e)

In case any one or more of the provisions of this Note shall be deemed by a court of competent jurisdiction to be invalid or unenforceable

in any respect, the validity and enforceability of the remaining terms and provisions of this Note shall not in any way be affected or

impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially

reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Note.

(f)

No provision of this Note may be waived or amended except in a written instrument signed, in the case of an amendment, by the

Company and the Investor or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver

of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the

future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any

delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(g)

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take, the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any claim, action or Proceeding that may be brought by any Investor in order to enforce any right or remedy

under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total

liability of the Company under this Note for payments in the nature of interest shall not exceed the maximum lawful rate authorized under

applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or

default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to

pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable

to this Note is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum

contract rate of interest allowed by law will be the Maximum Rate of interest applicable to this Note from the effective date forward,

unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate

is paid by the Company to any Investor with respect to indebtedness evidenced by this Note, such excess shall be applied by such Investor

to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such

Investor’s election.

WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

Empire Petroleum

Corporation

By:

/s/ Michael

Morrisett

Name:

Title:

Michael

Morrisett

President and CEO

EXHIBIT

Empire

Petroleum Corporation

Promissory

Note due March 10, 2028 (the “Note”)

CONVERSION

NOTICE

(To

be Executed by the Investor

order to convert the Note)

The

undersigned hereby elects to convert the principal amount of the Note indicated below into shares of Common Stock of Empire Petroleum

Corporation as of the Conversion Date under the Note. If shares are to be issued in the name of a Person other than the undersigned,

the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as

reasonably requested by the Company in accordance therewith. No fee will be charged to the Investor for any conversion, except for such

transfer taxes, if any. All terms used in this notice shall have the meanings set forth in the Note.

Conversion

calculations:                                  _____________________________________________________________

Conversion

Date

________________________________________________________

Principal

amount of Note owned prior to conversion

________________________________________________________

Principal

amount of Note to be Converted

________________________________________________________

Principal

amount of Note remaining after Conversion

________________________________________________________

Number

of shares of Common Stock to be Issued

________________________________________________________

Name

of Investor

By:

_________________________________________________________

Name:

Title:

Schedule

Empire

Petroleum Corporation

Promissory

Note due March 10, 2028

CONVERSION

SCHEDULE

(to

be attached to each Conversion Notice)

This

Conversion Schedule reflects conversions made under the Note through the Conversion Date specified in the Conversion Notice to which

this schedule is attached.

Conversion

Date

Principal

Amount

of Conversion

Aggregate Principal

Amount Remaining

After Conversion Date

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 10, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 10, 2026

Entity File Number

001-16653

Entity Registrant Name

EMPIRE

PETROLEUM CORPORATION

Entity Central Index Key

0000887396

Entity Tax Identification Number

73-1238709

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2200

S. Utica Place

Entity Address, Address Line Two

Suite

150

Entity Address, City or Town

Tulsa,

Entity Address, State or Province

Entity Address, Postal Zip Code

74114

City Area Code

539

Local Phone Number

444-8002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For 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.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The 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'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission 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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration