Empire Petroleum Files 8K - Operations And Financial Condition >EP

TULSA, Okla.--(BUSINESS WIRE)--November 17, 2025--

Empire Petroleum (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, today reported operational and financial results for the third quarter 2025.

THIRD QUARTER 2025 HIGHLIGHTS

• Produced Q3-2025 net production volumes of 1,566 barrels of oil per day ("Bbls/d"), an increase of 5% compared to Q2-2025;
  -- Reported 2,398 barrels of oil equivalent per day ("Boe/d");
  
  -- Boe/d is comprised of 65% oil, 19% natural gas liquids ("NGLs"),
  and 16% natural gas;
• Empire continues to advance its enhanced oil recovery ("EOR") efforts in the Starbuck Drilling Program ("Starbuck") in North Dakota, where modified wellhead installations were completed during Q3-2025;
  -- Following analysis of the previously planned rare alloy
  components, the Company implemented an alternative water injection system designed to reduce scaling tendencies and improve system reliability;
  -- Empire also filed the final patent for its proprietary
  hydrocarbon vaporization technology, which leverages elevated temperatures and pressure differentials to increase recovery efficiency;
• Empire furthered preparations for its inaugural drilling campaign in Texas, positioning additional locations to support a scalable development plan;
  -- As part of ongoing groundwork for future horizontal development
  across multiple prospective pay zones, the Company finalized reprocessing of legacy seismic data;
  -- Given current commodity prices, Empire is strategically pacing
  the start of drilling operations, now anticipated in 2026, to align capital development with market conditions and maximize long-term value creation;
• In Q3-2025, Empire successfully completed its subscription rights offering ("Rights Offering"), generating approximately $2.5 million in gross proceeds, before transaction costs;
  -- The Company received subscriptions for more than 100% of the
  securities available in the Rights Offering and accordingly, stockholders received their basic subscription privilege. Because there were not enough units to satisfy all oversubscriptions, remaining securities were allocated pro-rata, after eliminating all fractional shares, among oversubscribing stockholders;
  -- As disclosed in previous filings, Phil E. Mulacek, Chairman of
  the Board of Empire and one of the Company's largest shareholders, participated in the Rights Offering, fully subscribing to the securities corresponding to his subscription rights, and exercising his over-subscription rights to purchase his pro-rata share of the underlying securities related to the Rights Offering that remain unsubscribed.
• Reported Q3-2025 total product revenue of $9.4 million, a net loss of $3.8 million, or ($0.11) per diluted share;
  -- Adjusted EBITDA of $0.1 million for Q3-2025.
  

2025 OUTLOOK

"Empire continues to execute with precision and discipline as we move through the remainder of 2025," said Phil Mulacek, Chairman of the Board. "Our operational teams are achieving measurable progress across multiple fronts, from consistent improvement in North Dakota's EOR program to ongoing technical advancements in Texas. We remain focused on delivering operational excellence, capital efficiency, and strategic development sequencing across the portfolio. The natural gas market has shifted significantly over the past several years, with U.S. liquefied natural gas exports now exceeding approximately 18 billion cubic feet per day compared to near zero just over a decade ago, and pricing strengthening from lows near $1.35 per thousand cubic feet ("Mcf")(1) toward long-term historical averages in the $4.00-$5.00/Mcf range. As additional demand from data centers, industrial users, and exports into Mexico continues to accelerate, long-term fundamentals point toward ongoing tightening into 2026. To capitalize on this shift, Empire is building operational flexibility by progressing a series of drilled-but-uncompleted ("DUC") wells, positioning the Company to efficiently transition into higher-value gas development in 2026. This disciplined sequencing allows us to align capital deployment with commodity signals and maximize returns as the market evolves. As pricing signals continue to strengthen, we expect natural gas to play an increasingly meaningful and leading role in Empire's development strategy and earnings growth trajectory beginning in 2026. The recent successful completion of the Rights Offering, particularly during a period of commodity price volatility, underscores the confidence and alignment of our shareholders. We greatly appreciate their continued support and belief in Empire's long-term strategy. With these accomplishments and a constructive outlook for the broader energy market, I believe we're well positioned to capture meaningful upside as pricing conditions stabilize. The groundwork we're laying today is designed to position Empire for long-term success, and as we move forward, we look forward to building additional production in New Mexico, a key driver of future growth within Empire's portfolio."

Mike Morrisett, President and CEO, added, "Our third quarter results reflect steady operational execution and focused progress across Empire's core assets. In North Dakota, recent upgrades and system enhancements have improved reliability and consistency, setting the stage for stable production levels. In Texas, we continue to prepare for the launch of our first drilling program in the area, completing pre-drill activities and advancing readiness across multiple locations. In New Mexico, we're maintaining production and pursuing incremental improvements to maximize efficiency across our legacy unitized assets. The strong participation in our Rights Offering reflects continued confidence in Empire's direction, and we're deeply appreciative of that support as we work to execute on our development plan. With disciplined capital management and a clear operational roadmap, Empire is entering 2026 with momentum, flexibility, and a focused path toward scalable growth."

North Dakota — Williston Basin:

• Empire continues to execute targeted enhancements to the Starbuck EOR program in North Dakota, where system performance and production consistency have shown measurable improvement through 2025;
  -- The Company is installing a new pipeline segment to supply
  higher-quality water to a dedicated circuit within the EOR system, an upgrade expected to improve reliability, minimize scaling, and reduce long-term operating costs;
  -- In parallel, Empire has implemented multiple refinements across
  EOR equipment and processes, further optimizing performance and efficiency;
  -- With these upgrades progressing and the system operating more
  consistently, Empire anticipates achieving stable, sustained production levels by year-end; and
• The Company is also evaluating opportunities to apply its proprietary EOR model across additional assets in North Dakota, advancing a methodical, data-driven approach to long-term field development.

New Mexico — Permian Basin:

• On September 12, 2025, the New Mexico Conservation Commission ("Commission") issued Order No. R-24004 (the "Order") regarding the Company's rights to the Residual Oil Zone ("ROZ") in the Eunice Monument South Unit's ("EMSU") Unitized Interval. The Commission unanimously affirmed the existence of a ROZ in the Grayburg and San Andres formations within the EMSU and confirmed Empire's exclusive rights to produce the ROZ under the 1984 Commission Order.
  -- Based on these findings, the Commission:
  
  -- Denied Goodnight's applications to drill five new
  saltwater disposal ("SWD") wells within the boundaries of the EMSU;
  -- Denied Goodnight's application to increase injection
  volumes in an existing SWD well;
  -- Suspended Goodnight's four SWD wells located within the
  EMSU boundaries to provide Empire the opportunity to establish the CO EOR pilot project;
  -- The Commission recently granted a limited request for stay and
  rehearing to consider (1) the authority for suspension in light of certain factual findings; and (2), the authority or discretion of the New Mexico Oil Conservation Division in implementation of the Order;
  -- Pending the Commission's decision, Empire plans to proceed with
  motions to revoke the existing permits granted to the remaining three SWD Companies disposing wastewater into the EMSU and Arrowhead Grayburg Unit Unitized Interval, while concurrently advancing litigation for trespass and damages;
  -- As of the date of this release, the briefing and oral hearing on
  the rehearing has taken place, and Empire is awaiting the Commission's decision; and
• The Company expects final resolution of this matter to result in a meaningful reduction in operating expenses and contribute to improved financial performance going forward.

Texas — East Texas Basin:

• Empire continues to advance its development program in Texas, maintaining readiness for its inaugural drilling campaign as part of the Company's broader growth strategy in the region;
  -- Technical groundwork completed to date, including seismic
  reprocessing, surface preparation, and location planning, has positioned the Company for efficient execution once drilling commences;
  -- In Q4-2025, Empire will initiate re-entry and workover rig
  operations on the initial well location to finalize target zones for optimal lateral location, marking a key pre-drill milestone in the development timeline;
  -- Given current commodity pricing, the Company is targeting the
  start of drilling operations in 2026, allowing for optimal timing and resource allocation;
  -- The upcoming program is designed to test multiple prospective
  pay zones identified during the initial technical evaluation, utilizing approximately a dozen DUC wells to accelerate the Company's 2026 gas-focused development strategy; and
  -- Additionally, Empire is advancing horizontal gas development
  opportunities aimed at delivering long-term, capital-efficient production growth.

(1) Pricing reference: The cited low price of approximately $1.35 reflects
benchmark Henry Hub natural gas spot pricing published in $/MMBtu, based on
U.S. Energy Information Administration and market-indexed reporting during
late 2024. Values in the release are expressed in $/Mcf for consistency and
use standard U.S. conversion equivalency (1 Mcf .APPROX. 1.00--1.05 MMBtu).

THIRD QUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS

 
                                    % Change                % Change 
                                   Q3-25 vs.               Q3-25 vs. 
               Q3-25     Q2-25       Q2-25       Q3-24       Q3-24 
              --------  --------  ------------  --------  ------------ 
 
Net 
 equivalent 
 sales 
 (Boe/d)       2,398     2,357         2%        2,460        -3% 
Net oil 
 sales 
 (Bbls/d)      1,566     1,493         5%        1,573         0% 
Realized 
 price 
 ($/Boe)       $42.48    $40.78        4%        $48.12       -12% 
Product 
 Revenue 
 ($M)          $9,374    $8,747        7%       $10,892       -14% 
Net Loss 
 ($M)         ($3,844)  ($5,056)      24%       ($3,641)      -6% 
Adjusted Net 
 Loss 
 ($M)(1)      ($3,934)  ($5,231)      25%       ($3,829)      -3% 
Adjusted 
 EBITDA 
 ($M)(1)        $137    ($1,181)      112%       ($56)        345% 
 
(1) Adjusted net loss and adjusted EBITDA are non-GAAP financial 
measures. See "Non-GAAP Information" section later in this release for 
more information, including reconciliations to the most comparable 
GAAP measure. 
 

Net sales volumes for Q3-2025 were 2,398 Boe/d, including 1,566 barrels of oil per day; 456 barrels of NGLs per day, and 2,257 thousand cubic feet per day ("Mcf/d") or 376 Boe/d of natural gas. Oil sales volumes slightly decreased compared to Q3-2024 primarily due to natural decline offset by redrilling efforts in North Dakota .

Empire reported Q3-2025 total product revenue of $9.4 million versus $10.9 million in Q3-2024. Contributing to the decrease were lower average oil and NGL realized prices. Realized oil and natural gas liquids prices decreased 15% and 33%, respectively, due to a general decline in overall market pricing.

Lease operating expenses in Q3-2025 decreased to $5.7 million versus $6.7 million in Q3-2024 primarily due to lower workover costs. Q3-2025 workover expense decreased to $0.4 million versus $1.4 million in Q3-2024. Higher workover expense in 2024 was primarily in New Mexico as Empire continued work in the region to enhance and maintain production.

Production and ad valorem taxes for Q3-2025 were $0.8 million versus $1.0 million in Q3-2024, as a result of lower product revenues.

Depreciation, Depletion, and Amortization ("DD&A") and Accretion for Q3-2025 was $3.3 million versus $3.1 million for Q3-2024. The increase in DD&A is primarily due to the impact of capitalized costs associated with the new drilling as part of Empire's Starbuck Drilling Program in North Dakota, partially offset by lower production volumes. Accretion increased slightly due to the new drilling activity and acquisition of working interest in New Mexico.

General and administrative expenses, excluding share-based compensation expense, was $2.9 million, or $13.06 per Boe in Q3-2025 versus $3.6 million, or $16.06 per Boe in Q3-2024. The decrease in expenses was primarily due to timing of board of director compensation and franchise taxes.

Interest expense for Q3-2025 slightly increased, compared to Q3-2024, primarily due to a higher average outstanding balance on the Company's credit facility and additional equipment and vehicle notes.

Empire recorded a net loss of $3.8 million in Q3-2025, or ($0.11) per diluted share, versus a Q3-2024 net loss of $3.6 million, or ($0.12) per diluted share.

Adjusted EBITDA was $0.1 million for Q3-2025 compared to Adjusted EBITDA of ($0.1) million in Q3-2024.

CAPITAL SPENDING, BALANCE SHEET & LIQUIDITY

For the nine months ended September 30, 2025, Empire invested approximately $4.2 million in total capital expenditures, primarily from finalizing drilling and completions activity related to the Starbuck Drilling Program in North Dakota and continued return-to-production efforts in Texas.

As of September 30, 2025, Empire had approximately $4.6 million in cash on hand and approximately $3.3 million available on its credit facility. Empire completed a subscriptions rights offering in August 2025, which raised approximately $2.5 million of gross proceeds, before transaction costs.

UPDATED PRESENTATION

An updated Company presentation will be posted to the Company's website under the Investor Relations section.

ABOUT EMPIRE PETROLEUM

Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with their existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.

SAFE HARBOR STATEMENT

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company's estimates, strategy, and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company's reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company's actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, future commodity prices, the Company's ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, including inflation, tariffs and interest rates, uncertainties associated with legal and regulatory matters, successful completion of the Rights Offering, including future exercise of the warrants issued as part of the Rights Offering, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.

 
                                EMPIRE PETROLEUM CORPORATION 
                       Condensed Consolidated Statements of Operations 
                              (in thousands, except share data) 
                                         (Unaudited) 
 
                                  Three Months Ended                  Nine Months Ended 
                       ----------------------------------------  ---------------------------- 
                        September                   September 
                           30,         June 30,        30,              September 30, 
                           2025          2025          2024          2025          2024 
                        ----------    ----------    ----------    ----------    ---------- 
Revenue: 
   Oil Sales           $     8,790   $     8,005   $    10,341   $    24,844   $    32,070 
   Gas Sales                   196           221             9           965           270 
   Natural Gas Liquid 
    ("NGL") Sales              388           521           542         1,304         1,575 
                        ----------    ----------    ----------    ----------    ---------- 
      Total Product 
       Revenues              9,374         8,747        10,892        27,113        33,915 
   Other                        14             7            15            31            36 
   Gain (Loss) on 
    Derivatives                  -             -           470             -          (389) 
                        ----------    ----------    ----------    ----------    ---------- 
Total Revenue                9,388         8,754        11,377        27,144        33,562 
 
Costs and Expenses: 
   Lease Operating 
    Expense                  5,735         6,387         6,734        17,888        21,664 
   Production and Ad 
    Valorem Taxes              755           768           984         2,235         2,883 
   Depreciation, 
    Depletion & 
    Amortization             2,794         2,576         2,596         7,596         6,763 
   Accretion of Asset 
    Retirement 
    Obligation                 534           534           510         1,594         1,487 
   General and 
    Administrative: 
      General and 
       Administrative        2,881         2,906         3,636         8,984         8,869 
      Stock-Based 
       Compensation            238           486           335         1,255         1,637 
                        ----------    ----------    ----------    ----------    ---------- 
   Total General and 
    Administrative           3,119         3,392         3,971        10,239        10,506 
                        ----------    ----------    ----------    ----------    ---------- 
 
Total Cost and 
 Expenses                   12,937        13,657        14,795        39,552        43,303 
                        ----------    ----------    ----------    ----------    ---------- 
 
Operating Loss              (3,549)       (4,903)       (3,418)      (12,408)       (9,741) 
 
Other Income and 
 (Expense): 
   Interest Expense           (388)         (334)         (196)       (1,018)       (1,246) 
   Other Income 
    (Expense)                   93           181           (27)          305        (1,018) 
 
   Loss Before Taxes        (3,844)       (5,056)       (3,641)      (13,121)      (12,005) 
 
   Income Tax Benefit 
   (Provision)                   -             -             -             -             - 
                        ----------    ----------    ----------    ----------    ---------- 
 
Net Loss               $    (3,844)  $    (5,056)  $    (3,641)  $   (13,121)  $   (12,005) 
                        ==========    ==========    ==========    ==========    ========== 
 
Net Loss per Common 
 Share: 
   Basic               $     (0.11)  $     (0.15)  $     (0.12)  $     (0.39)  $     (0.41) 
                        ==========    ==========    ==========    ==========    ========== 
   Diluted             $     (0.11)  $     (0.15)  $     (0.12)  $     (0.39)  $     (0.41) 
                        ==========    ==========    ==========    ==========    ========== 
 
Weighted-Average Number of Common 
 Shares Outstanding: 
   Basic                34,043,173    33,853,310    31,619,333    33,906,417    29,055,331 
                        ==========    ==========    ==========    ==========    ========== 
   Diluted              34,043,173    33,853,310    31,619,333    33,906,417    29,055,331 
                        ==========    ==========    ==========    ==========    ========== 
 
 
 
 
                            EMPIRE PETROLEUM CORPORATION 
                              Condensed Operating Data 
                                     (Unaudited) 
 
                                       Three Months Ended          Nine Months Ended 
                                ---------------------------------  ------------------ 
                                September              September 
                                   30,      June 30,      30,        September 30, 
                                   2025       2025       2024        2025      2024 
                                ----------  --------  -----------  --------  -------- 
 
Net Sales Volumes: 
   Oil (Bbl)                       144,098   135,854      144,674   399,587   435,717 
   Natural gas (Mcf)               207,677   237,133      255,195   644,678   708,258 
   Natural gas liquids (Bbl)        41,938    39,091       39,137   112,482   113,534 
                                 ---------   -------      -------   -------   ------- 
   Total (Boe)                     220,648   214,467      226,344   619,515   667,294 
 
   Average daily equivalent 
    sales (Boe/d)                    2,398     2,357        2,460     2,269     2,435 
 
Average Price per Unit: 
   Oil ($/Bbl)                  $    61.00  $  58.92   $    71.48  $  62.17  $  73.60 
   Natural gas ($/Mcf)          $     0.94  $   0.93   $     0.04  $   1.50  $   0.38 
   Natural gas liquids ($/Bbl)  $     9.25  $  13.33   $    13.85  $  11.59  $  13.87 
                                 ---------   -------      -------   -------   ------- 
   Total ($/Boe)                $    42.48  $  40.78   $    48.12  $  43.76  $  50.82 
 
Operating Costs and Expenses per Boe: 
   Lease operating expense      $    25.99  $  29.78   $    29.75  $  28.87  $  32.46 
   Production and ad valorem 
    taxes                       $     3.42  $   3.58   $     4.35  $   3.61  $   4.32 
   Depreciation, depletion, 
    amortization and 
    accretion                   $    15.08  $  14.50   $    13.72  $  14.83  $  12.36 
   General & administrative 
    expense: 
      General & administrative 
       expense (excluding 
       stock-based 
       compensation)            $    13.06  $  13.55   $    16.06  $  14.50  $  13.29 
      Stock-based compensation  $     1.08  $   2.27   $     1.48  $   2.03  $   2.45 
   Total general & 
    administrative expense      $    14.14  $  15.82   $    17.54  $  16.53  $  15.74 
 
 
 
                       EMPIRE PETROLEUM CORPORATION 
                  Condensed Consolidated Balance Sheets 
                    (in thousands, except share data) 
                               (Unaudited) 
                                          September 30,     December 31, 
                                                2025            2024 
                                             ----------       --------- 
ASSETS 
--------------------------------------- 
Current Assets: 
   Cash                                   $       4,601    $      2,251 
   Accounts Receivable                            8,331           8,155 
   Inventory                                      1,218           1,305 
   Prepaids                                         536             640 
                                             ----------       --------- 
Total Current Assets                             14,686          12,351 
 
Property and Equipment: 
   Oil and Natural Gas Properties, 
    Successful Efforts                          144,395         140,675 
   Less: Accumulated Depletion, 
    Amortization and Impairment                 (39,237)        (31,974) 
                                             ----------       --------- 
      Total Oil and Gas Properties, Net         105,158         108,701 
   Other Property and Equipment, Net              1,697           1,391 
                                             ----------       --------- 
   Total Property and Equipment, Net            106,855         110,092 
 
Other Noncurrent Assets                           1,451           1,425 
                                             ----------       --------- 
 
Total Assets                              $     122,992    $    123,868 
                                             ==========       ========= 
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
--------------------------------------- 
Current Liabilities: 
    Accounts Payable                      $      10,574    $     10,452 
    Accrued Expenses                             12,003          10,348 
    Current Portion of Lease Liability              330             400 
    Current Portion of Long-Term Debt               407              70 
                                             ----------       --------- 
Total Current Liabilities                        23,314          21,270 
 
    Long-Term Debt                               14,801          11,266 
    Long-Term Note Payable - Related 
     Party, net                                     752               - 
    Long-Term Lease Liability                        61             144 
    Derivative Instruments                          745               - 
    Asset Retirement Obligations                 29,656          28,423 
                                             ----------       --------- 
Total Liabilities                                69,329          61,103 
 
Stockholders' Equity: 
    Series A Preferred Stock - $0.001 
    Par Value, 10,000,000 Shares 
    Authorized, 6 and 6 Shares Issued 
    and Outstanding, Respectively                     -               - 
    Common Stock - $0.001 Par Value 
     190,000,000 Shares Authorized, 
     34,266,208 and 33,667,132 Shares 
     Issued and Outstanding, 
     Respectively                                    94              93 
    Additional Paid-in-Capital                  147,507         143,489 
    Accumulated Deficit                         (93,938)        (80,817) 
                                             ----------       --------- 
 
Total Stockholders' Equity                       53,663          62,765 
                                             ----------       --------- 
 
Total Liabilities and Stockholders' 
 Equity                                   $     122,992    $    123,868 
                                             ==========       ========= 
 
 
 
                        EMPIRE PETROLEUM CORPORATION 
              Condensed Consolidated Statements of Cash Flows 
                               (in thousands) 
                                (Unaudited) 
 
                           Three Months Ended           Nine Months Ended 
                    --------------------------------  ---------------------- 
                     September             September 
                        30,      June 30,     30,         September 30, 
                         2025      2025      2024       2025       2024 
                        ------    ------    -------    -------    ------- 
Cash Flows From 
 Operating 
 Activities: 
  Net Loss           $  (3,844)  $(5,056)  $ (3,641)  $(13,121)  $(12,005) 
 
Adjustments to 
 Reconcile Net 
 Loss to Net Cash 
  (Used In) 
   Provided By 
   Operating 
   Activities: 
   Stock-Based 
    Compensation           238       486        335      1,255      1,637 
   Amortization of 
    Right-of-Use 
    Assets                 117       120        136        358        407 
   Depreciation, 
    Depletion & 
    Amortization         2,794     2,576      2,596      7,596      6,763 
   Accretion of 
    Asset 
    Retirement 
    Obligations            534       534        509      1,594      1,487 
   Loss (Gain) on 
    Commodity 
    Derivatives              -         -       (470)         -        389 
   Settlement on 
    or Purchases 
    of Derivative 
    Instruments              -         -        282          -         18 
   Loss (Gain) on 
    Financial 
    Derivatives            (97)        -          -        (97)       998 
   Amortization of 
    Debt Discount 
    on Convertible 
    Notes                    -         -          -          -        500 
   Loss on 
    Extinguishment 
    of Debt                  -         -         27          -         10 
   Loss (Gain) on 
    Sale of Oil 
    and Natural 
    Gas 
    Properties               7      (175)         -       (168)         - 
   Gain on Sale of 
    Other Fixed 
    Assets                   -         -          -        (32)         - 
   Change in 
    Operating 
    Assets and 
    Liabilities: 
      Accounts 
       Receivable        1,835    (2,291)     2,277       (177)     1,647 
      Inventory, 
       Oil in 
       Tanks                86       200        (48)        87        (66) 
      Prepaids, 
       Current             220       331        212        645        672 
      Accounts 
       Payable          (1,792)     (355)    10,419       (471)    12,274 
      Accrued 
       Expenses            601       455         41      1,655      1,071 
      Other 
       Long-Term 
       Assets and 
       Liabilities        (369)       37        136       (319)      (885) 
                        ------    ------    -------    -------    ------- 
Net Cash (Used In) 
 Provided By 
 Operating 
 Activities                330    (3,138)    12,811     (1,195)    14,917 
                        ------    ------    -------    -------    ------- 
 
Cash Flows From 
 Investing 
 Activities: 
   Disposal of Oil 
    and Natural 
    Gas 
    Properties             400       175          -        575          - 
   Capital 
    Expenditures - 
    Oil and 
    Natural Gas 
    Properties            (453)     (491)   (18,616)    (3,624)   (48,759) 
   Disposal of 
    Other Fixed 
    Assets                   -         -          -         49          - 
   Purchase of 
    Other Fixed 
    Assets                 (12)      (23)       (20)       (53)      (139) 
   Cash Paid for 
    Right-of-Use 
    Assets                (107)     (111)      (125)      (331)      (376) 
                        ------    ------    -------    -------    ------- 
Net Cash Used In 
 Investing 
 Activities               (172)     (450)   (18,761)    (3,384)   (49,274) 
                        ------    ------    -------    -------    ------- 
 
Cash Flows From 
 Financing 
 Activities: 
   Borrowings on 
    Credit 
    Facility                 -     3,000          -      3,000      3,950 
   Proceeds from 
    Promissory 
    Notes - 
    Related Party        2,000     2,000          -      4,000      5,000 
   Payments on 
    Promissory 
    Note - Related 
    Party               (2,000)        -          -     (2,000)         - 
   Principal 
    Payments of 
    Debt                  (208)     (200)      (158)      (429)      (377) 
   Proceeds from 
    Rights 
    Offering, net 
    of transaction 
    costs                2,358         -          -      2,358     20,512 
   Net Proceeds 
    from Warrant 
    Exercise                 -         -          -          -        629 
                        ------    ------    -------    -------    ------- 
Net Cash Provided 
 By Financing 
 Activities              2,150     4,800       (158)     6,929     29,714 
                        ------    ------    -------    -------    ------- 
 
Net Change in Cash       2,308     1,212     (6,108)     2,350     (4,643) 
 
Cash - Beginning 
 of Period               2,293     1,081      9,258      2,251      7,793 
                        ------    ------    -------    -------    ------- 
 
Cash - End of 
 Period              $   4,601   $ 2,293   $  3,150   $  4,601   $  3,150 
                        ======    ======    =======    =======    ======= 
 
 

Empire Petroleum Corporation

Non-GAAP Information

Certain financial information included in Empire's financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures include "Adjusted Net Loss", "EBITDA" and "Adjusted EBITDA". These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Adjusted net loss is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating results from period to period, and current periods to prior periods.

 
                               Three Months Ended                  Nine Months Ended 
                    ----------------------------------------  ---------------------------- 
                     September                   September 
                        30,         June 30,        30,              September 30, 
                        2025          2025          2024          2025          2024 
                     ----------    ----------    ----------    ----------    ---------- 
                                      (in thousands, except share data) 
 
Net Loss            $    (3,844)  $    (5,056)  $    (3,641)  $   (13,121)  $   (12,005) 
 
Adjusted for: 
      Loss (gain) 
       on 
       commodity 
       derivatives            -             -          (470)            -           389 
      Settlement 
       on or 
       purchases 
       of 
       derivative 
       instruments            -             -           282             -            18 
      Loss (gain) 
       on 
       financial 
       derivatives          (97)            -             -           (97)          998 
      Loss (gain) 
       on sale of 
       oil and 
       natural gas 
       properties             7          (175)            -          (168)            - 
      Gain on sale 
       of other 
       fixed 
       assets                 -             -             -           (32)            - 
                     ----------    ----------    ----------    ----------    ---------- 
Adjusted Net Loss   $    (3,934)  $    (5,231)  $    (3,829)  $   (13,418)  $   (10,600) 
                     ==========    ==========    ==========    ==========    ========== 
 
Diluted 
 Weighted-Average 
 Number of Common 
 Shares 
 Outstanding         34,043,173    33,853,310    31,619,333    33,906,417    29,055,331 
                     ----------    ----------    ----------    ----------    ---------- 
Adjusted Net Loss 
 Per Common Share   $     (0.12)  $     (0.15)  $     (0.12)  $     (0.40)  $     (0.36) 
                     ==========    ==========    ==========    ==========    ========== 
 
 

The Company defines adjusted EBITDA as net loss plus net interest expense, DD&A, accretion, amortization of right of use assets, income tax provision (benefit), and other adjustments. Company management believes this presentation is relevant and useful because it helps investors understand Empire's operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income (loss), as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. In addition, adjusted EBITDA does not represent funds available for discretionary use.

 
                             Three Months Ended            Nine Months Ended 
                     ----------------------------------  ---------------------- 
                      September              September 
                         30,      June 30,      30,          September 30, 
                          2025      2025         2024      2025       2024 
                         ------    ------       ------    -------    ------- 
                                           (in thousands) 
 
Net Loss              $  (3,844)  $(5,056)   $  (3,641)  $(13,121)  $(12,005) 
 
Add Back: 
      Interest 
       expense              388       334          196      1,018      1,246 
      DD&A                2,794     2,576        2,596      7,596      6,763 
      Accretion             534       534          510      1,594      1,487 
      Amortization 
       of 
       right-of-use 
       assets               117       120          136        358        407 
                         ------    ------       ------    -------    ------- 
EBITDA                $     (11)  $(1,492)   $    (203)  $ (2,555)  $ (2,102) 
 
Adjustments: 
      Stock-based 
       compensation         238       486          335      1,255      1,637 
      Loss (gain) 
       on commodity 
       derivatives            -         -         (470)         -        389 
      Settlement on 
       or purchases 
       of 
       derivative 
       instruments            -         -          282          -         18 
      Loss (gain) 
       on financial 
       derivatives          (97)        -            -        (97)       998 
      Loss (gain) 
       on sale of 
       oil and 
       natural gas 
       properties             7      (175)           -       (168)         - 
      Gain on sale 
       of other 
       fixed 
       assets                 -         -            -        (32)         - 
                         ------    ------       ------    -------    ------- 
 
Adjusted EBITDA       $     137   $(1,181)   $     (56)  $ (1,597)  $    940 
                         ======    ======       ======    =======    ======= 
 
 
 

View source version on businesswire.com: https://www.businesswire.com/news/home/20251117779949/en/

CONTACT: Mike Morrisett

President & CEO

539-444-8002

Info@empirepetrocorp.com

Kali Carter

Communications & Investor Relations Manager

918-995-5046

IR@empirepetrocorp.com

Empire Petroleum Corp. (EP) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on November 07, 2025.

As previously reported on the Current Report on Form 8-K of Empire Petroleum Corporation (the "Company") filed on September 26, 2025, on September 24, 2025, the Company issued that certain Promissory Note in the aggregate principal amount of $4,000,000 (the "Note"), due on September 23, 2027 and accruing interest at the rate of 5.5% per annum, to Phil E. Mulacek. As of September 25, 2025, Mr. Mulacek has advanced the Company $2,000,000 under the Note (the "First Advance"). Under the terms of the Note, from time to time after March 23, 2026, and for a period of six months thereafter, upon at least ten business days prior written notice, Mr. Mulacek will advance up to another $2,000,000 to the Company, provided that no Event of Default (as defined in the Note) has occurred or is continuing. The Note further provides that 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 $4.27 per share (the "Conversion Price"), at the option of Mr. Mulacek, at any time and from time to time. As partial consideration for the commitment to make the advances under the Note, the Company issued a warrant certificate for Mr. Mulacek to purchase 281,030 shares of common stock of the Company (the "Warrant Shares") at an exercise price of $4.27 per share for a period of three years (the "Warrant").

On November 5, 2025, Mr. Mulacek entered into a Letter Agreement with the Company amending the terms of the Note and the Warrant (the "Letter Agreement").

The Note was amended, in part, as follows:

● the advance of up to another $2,000,000 under the Note will be made at the Company's request, but any such advance will be made in Mr. Mulacek's sole and absolute discretion (each, an "Additional Advance" and, collectively, the "Additional Advances");

● the Conversion Price under the Note only applies to the First Advance and was changed from $4.27 to $4.32;

● the Warrant Shares under the Note only apply to the First Advance and the number of Warrant Shares was changed from 281,030 to 138,889;

● the Warrant issued in connection with the Note only applies to the First Advance and the exercise price related to the Warrant was changed from $4.27 to $4.32;

● the Conversion Price related to each Additional Advance under the Note will be equal to the average official closing price for the five trading days immediately preceding the date of an Additional Advance (each, an "Additional Advance Conversion Price"); and

● in the event Mr. Mulacek makes an Additional Advance, Mr. Mulacek will be entitled to receive an additional warrant certificate substantially in the form of the Warrant (a) with an exercise price equal to the Additional Advance Conversion Price and (b) covering such number of warrant shares equal to (the amount of the Additional Advance multiplied by 30%) divided by the Additional Advance Conversion Price.

The Warrant was amended, in part, as follows:

● the exercise price was changed from $4.27 to $4.32; and

● the number of Warrant Shares was changed from 281,030 to 138,889.

The Letter Agreement further provides that in no event shall Mr. Mulacek be entitled to receive an aggregate amount of the Company's common stock in excess of 1,217,798 shares in connection with conversions under the Note, exercises under the Warrant and/or exercises under one or more warrants related to Additional Advances.

For a description of any material relationship between the Company and Mr. Mulacek, see the Company's definitive proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025, the Company's Current Report on Form 8-K filed with the SEC on June 23, 2025 and the Company's Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 13, 2025.

The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the full terms and conditions of the Letter Agreement, 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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000777/emp_8k-19012.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000777/0001072613-25-000777-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Empire Petroleum Corp. (EP) filed a Form 8K - Direct or off-Balance Sheet Financial Obligation - with the U.S Securities and Exchange Commission on November 07, 2025.

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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000777/emp_8k-19012.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000777/0001072613-25-000777-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Empire Petroleum Corp. (EP) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on September 26, 2025.

On September 24, 2025 (the "Original Issue Date"), Empire Petroleum Corporation (the "Company") issued that certain Promissory Note in the aggregate principal amount of $4,000,000 (the "Note") to Phil E. Mulacek. As of September 25, 2025, Mr. Mulacek has advanced the Company $2,000,000 under the Note. From time to time after March 23, 2026, and for a period of six months thereafter, upon at least ten business days prior written notice, Mr. Mulacek will advance up to another $2,000,000 to the Company, provided that no Event of Default (as defined in the Note) has occurred or is continuing. The proceeds of the Note will be used by the Company to fund, in part, its ongoing oil and gas drilling program and for working capital purposes.

The Note matures on September 23, 2027 (the "Maturity Date") and accrues interest at the rate of 5.5% per annum. After the Maturity Date, any principal balance of the Note remaining unpaid accrues interest at the rate of 9% per annum. Interest payments will be paid in cash on each of the following dates (or if any such date is not a business day, the next following business day) (each an "Interest Payment Date"), except upon the occurrence of an Event of Default, in which case interest will accrue and be paid in cash on demand: (i) March 31, 2026; (ii) September 30, 2026; (iii) March 31, 2027; and (iv) the Maturity Date. Mr. Mulacek may elect to defer any or all interest due on an Interest Payment Date until the Maturity Date by providing the Company written notice prior to such Interest Payment Date.

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 $4.27 per share (the "Conversion Price"), which is the Average Daily VWAP (as defined in the Note) for the five trading days preceding the Original Issue Date, at the option of Mr. Mulacek, at any time and from time to time. If the full principal amount of the Note is drawn and converted into shares of common stock of the Company, 936,768 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 Mr. Mulacek and without penalty or premium, provided that the Company provides Mr. Mulacek with at least five business days prior written notice, each principal payment is made in cash and all accrued interest is paid in cash.

As partial consideration for the commitment to make the advances under the Note, the Company has issued a warrant certificate for Mr. Mulacek to purchase 281,030 shares of common stock of the Company (the "Warrant Shares") at an exercise price of $4.27 per share for a period of three years (the "Warrant"). 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 and the Warrant Shares as soon as reasonably practicable ("SLAP Approval"). The Warrant becomes exercisable upon receipt of SLAP Approval. In the event that SLAP Approval does not occur within 60 days of the Original Issue Date, then for a period of 60 days thereafter, Mr. Mulacek may elect to be paid an origination fee of $50,000 in lieu of receiving the Warrant by providing the Company written notice during such 60 day period.

For a description of any material relationship between the Company and Mr. Mulacek, see the Company's definitive proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025, the Company's Current Report on Form 8-K filed with the SEC on June 23, 2025 and the Company's Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 13, 2025.

The foregoing summaries of the Note and the Warrant are qualified in their entirety by reference to the full terms and conditions of the Note and the Warrant, copies of which are filed as Exhibits 10 and 4, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/emp_8k-19004.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/0001072613-25-000719-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Empire Petroleum Corp. (EP) filed a Form 8K - Direct or off-Balance Sheet Financial Obligation - with the U.S Securities and Exchange Commission on September 26, 2025.

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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/emp_8k-19004.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/0001072613-25-000719-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Empire Petroleum Corp. (EP) filed a Form 8K - Unregistered Sales of Equity - with the U.S Securities and Exchange Commission on September 26, 2025.

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 and the Warrant were 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. Mr. Mulacek 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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/emp_8k-19004.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/887396/000107261325000719/0001072613-25-000719-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.