Filing Details

 

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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 2200 S. Utica Place, Suite 150 Tulsa, OK 74114.

 

The business address of Mr. Mulacek is 25025 I-45 North, Suite 420, The Woodlands, Texas 77380.

Mr. Mulacek is engaged in the oil and gas business and is the founder and President of Petroleum Independent & Exploration LLC, a Nevada limited liability company (“PIE”).

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

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

On August 6, 2020, the Company and wholly owned subsidiary of the Company, entered into several agreements with entities controlled by Mr. Mulacek, including a securities purchase agreement dated (the “Securities Agreement”) with PIE, pursuant to which PIE purchased (a) 3,500,000 shares of Common Stock, (b) a warrant to purchase up to 2,625,000 shares of Common Stock at an exercise price of $0.20 per share (the “PIE-1 Warrant”), (c) a warrant to purchase up to 1,800,000 shares of Common Stock at an exercise price of $0.25 per share (the “PIE-2 Warrant”), (d) a warrant to purchase up to 8,136,518 shares of Common Stock at an exercise price of $0.10 per share (the “PIE-3 Warrant”), and (e) a warrant to purchase up to 11,066,667 shares of Common Stock at an exercise price of $0.141 per share (the “PIE-4 Warrant” and, collectively with the PIE-1 Warrant, the PIE-2 Warrant, and the PIE-3 Warrant, the “PIE Warrants”), for an aggregate purchase price of $525,000. The purchase price was funded using Mr. Mulacek’s personal funds.

Prior to March 12, 2021, PIE (a) partially assigned some of the PIE Warrants to certain third parties unaffiliated with Mr. Mulacek, some of which were exercised as further described below, and (b) assigned the right to receive 900,000 and 125,000 shares of Common Stock to Mr. Mulacek and Five Sterling LP, respectively. Five Sterling LP is controlled by Mr. Mulacek.

On March 12, 2021: (a) the PIE-1 Warrant was exercised by (i) PIE with respect to 100,000 shares of Common Stock at an aggregate exercise price of $20,000, (ii) Mr. Mulacek with respect to 700,000 shares of Common Stock at an aggregate exercise price of $140,000, (iii) Big Red Revocable Trust with respect to 135,000 shares of Common Stock at an aggregate exercise price of $27,000, and (iv) Five Sterling LP with respect to 130,000 shares of Common Stock at an aggregate exercise price of $26,000; (b) the PIE-2 Warrant was exercised by (i) PIE with respect to 100,000 shares of Common Stock

 

 

 

 

 

Pursuant to the Securities Purchase Agreement, the Company agreed to, among other things (a) take commercially reasonable efforts to cause the appointment of one individual designated by PIE to serve on the Board of Directors of the Company after the exercise of the PIE-1 Warrant in full, and (b) take commercially reasonable efforts to cause the appointment of a second individual designated by PIE to serve on the Board of Directors of the Company after the exercise of the PIE-3 Warrant in full. Both the PIE-1 Warrant and the PIE-3 Warrant have been exercised in full. As of the date of this Schedule 13D, the Company and Mr. Mulacek have discussed potential appointments to the Company’s Board of Directors designated by PIE, but no such appointments have been made. Other than as set forth in this paragraph, Mr. Mulacek 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. Mulacek is the beneficial owner of 13,694,185 shares of Common Stock, which includes 548,000 shares issuable upon the exercise of warrants, or 23.58% of the total issued and outstanding shares of Common Stock.   The ownership percentage included in this Schedule 13D for Mr. Mulacek is based on 57,515,919 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, 2020. The 548,000 shares that Mr. Mulacek 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. Mulacek 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.