Empire Petroleum Corporation (NYSE American: EP) disclosed on September 10, 2026, the execution of a material definitive agreement. The company issued a promissory note in the aggregate principal amount of $3,250,000 to Petroleum Independent & Exploration, LLC (PIE).
The note was issued on September 10, 2026, with the funds advanced by PIE to the company on the same date. Empire Petroleum intends to use the proceeds for general working capital purposes. The note matures on March 10, 2028, and accrues interest at a rate of 6% per annum.
Key terms of the agreement include the option for PIE to convert the outstanding principal amount into shares of Empire Petroleum common stock. The conversion price is set at $2.838 per share. If the full principal amount is converted, 1,145,173 shares would be issued. The conversion option is available from November 9, 2026, until the maturity date.
Interest rates increase to 9% per annum after the maturity date if the principal balance remains unpaid. The note may be prepaid at any time by the company with at least five business days' prior written notice, provided all accrued interest is paid in cash.
The issuance of the note was not registered under the Securities Act of 1933, as amended, relying on Section 4(a)(2) of the Act. This exemption was utilized because PIE is described as a sophisticated accredited investor with the financial means to bear the risks of the investment.
