Filing Details

(Amendment No. 3)

 

1203 E. 33rd Street, Suite 250

Tulsa, OK 74105

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)

The securities to which this Schedule 13D relate are shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”).

 

The address of the Company’s principal executive office is 1203 East 33rd Street, Suite 250, Tulsa, OK 74105.

 

The residence address of Mr. Kamin is 619 Bluff Street, Glencoe IL 60022.

Mr. Kamin has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

Mr. Kamin has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Kamin is a citizen of the United States of America.

In 2015 and 2016, Mr. Kamin purchased 97,673 shares of the Company’s Common Stock in the open market through an entity wholly owned by him using personal funds.

 

On February 15, 2015, Mr. Kamin purchased 120,000 shares of the Company’s Common Stock and a warrant to purchase 60,000 shares of Common Stock at an exercise price of $0.25 per share, which was immediately exercisable and expires on February 28, 2017, for an aggregate purchase price of $15,000 in a private placement by the Company through an entity wholly owned by him using personal funds.

 

On December 23, 2016, Mr. Kamin purchased a convertible note convertible into 266,667 shares of the Company’s Common Stock and warrant to purchase 160,000 shares of Common Stock at an exercise price of $0.25 per share for an aggregate purchase price of $40,000 in a private placement by the Company through an entity wholly owned by him using personal funds. Subsequent to December 23, 2016, the Company modified the note so it is convertible into 400,000 shares of the Company’s Common Stock and modified the warrant so it could be used to purchase 266,667 shares of Common Stock at an exercise price of $0.15 per share. On March 27, 2019, such warrant was exercised as further described below. On January 31, 2020, such note was converted as further described below.

 

On December 23, 2016, as compensation for serving on the Company’s Board of Directors, the Company authorized (1) the grant of a warrant to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.15 per share, which would be immediately exercisable and expires December 31, 2021, and (2) the grant of a warrant to purchase 1,500,000 shares of the Company’s Common Stock at an exercise price of $0.25 per share, which would be immediately exercisable and expires December 31, 2021. These warrants were not issued by the Company until December 1, 2017. On April 3, 2019, these warrants were amended to extend the expiration date from December 31, 2021 to April 2, 2029.

 

 

 

 

 

Mr. Kamin does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.

 

 

 

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a)

Mr. Kamin is the beneficial owner of 4,340,971 shares of Common Stock, which includes 3,000,000 shares issuable upon the exercise of warrants, or 17.8% of the total issued and outstanding shares of Common Stock.   The ownership percentage included in this Amendment No. 3 for Mr. Kamin is based on 21,392,277 outstanding shares of Common Stock, which figure is disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The 3,000,000 shares that Mr. Kamin is deemed to beneficially own by virtue of having a right to acquire upon exercise of the warrants are considered outstanding solely for purposes of calculating his percentage of ownership.

(b)

The responses of Mr. Kamin to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

The responses to Item 3 of this Schedule 13D are incorporated herein by reference.

(d)

Not applicable.

(e)	Not applicable.

 

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not applicable.

 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Not applicable.