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.

 

 

 

On December 30, 2014, Empire Petroleum Holdings, LLC (“Empire Holdings”) purchased 3,718,064 shares of the Company’s Common Stock for an aggregate purchase price of $300 using personal funds contributed to Empire Holdings by Mr. Morrisett and two other individuals. Mr. Morrisett owned own 45% of the equity interest and was a manager of Empire Holdings. The members of Empire Holdings voted to distribute the Common Stock to its members and dissolve Empire Holdings effective as of March 29, 2019. Mr. Morrisett received 1,673,128 shares of Common Stock in the distribution.

 

On December 1, 2017, as compensation for serving as the Company’s President and on the Company’s Board of Directors, the Company granted Mr. Morrisett a warrant to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.25 per share, which was immediately exercisable and expires on December 31, 2021 (the “December 2017 Warrant”). On April 3, 2019, the December 2017 Warrant was amended to extend the expiration date from December 31, 2021 to April 2, 2029.

 

On December 29, 2017, Mr. Morrisett purchased 20,000 shares at $0.16 per share using personal funds.

 

On April 3, 2019, the Board of Directors of the Company approved the issuance of a non-qualified stock option award agreement to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.33 per share to Mr. Morrisett. The option expires on April 2, 2029 and vested in three installments as follows: 1,250,000 shares on April 3, 2019; 625,000 shares on April 3, 2020; and 625,000 shares on April 3, 2021.

 

On December 31, 2020, the Board of Directors of the Company granted to Mr. Morrisett under the Company’s 2019 Stock Option Plan a non-qualified stock option to purchase 2,000,000 shares of the Company’s Common Stock at an exercise price of $0.35 per share, which was immediately exercisable and expires on April 2, 2029.

 

To incentivize an investor to purchase an unsecured convertible note from Empire New Mexico LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Mr. Morrisett entered into an arrangement with such investor on May 14, 2021, pursuant to which such investor had the right to purchase up to 300,000 shares of Common Stock from Mr. Morrisett for $0.75 per share. On May 27, 2021, such rights were exercised in full and, in connection with the same, Mr. Morrisett partially exercised the December 2017 Warrant by purchasing 300,000 shares of Common Stock for an aggregate exercise price of $75,000 using his personal funds and then sold such 300,000 shares of Common Stock to such investor for an aggregate sales price of $225,000.