Empire Petroleum Corporation filed a Form 8-K on November 13, 2026, disclosing that it issued a $6,750,000 promissory note to Energy Evolution Master Fund, Ltd. on November 9, 2026.

Key Highlights

  • Principal amount: Empire Petroleum issued a promissory note of $6,750,000 to Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company.
  • Maturity date: The note matures on May 9, 2028, with interest accruing at 6% per annum prior to maturity and 9% per annum on any unpaid balance after maturity.
  • Conversion feature: Energy Evolution may convert all or any portion of the outstanding principal into common stock at $2.16 per share beginning January 9, 2027 through the maturity date.
  • Maximum share issuance: If the full principal is converted, 3,125,000 shares of common stock would be issued, according to the filing.
  • Use of proceeds: The company disclosed that proceeds will be used for general working capital purposes.
  • Exemption from registration: The note was issued in reliance on the exemption from Securities Act registration requirements under Section 4(a)(2).

Empire Petroleum's $6.75M Promissory Note: Terms and Conversion Details

According to the Form 8-K filed with the SEC, Empire Petroleum Corporation (NYSE American:EP) entered into the promissory note agreement with Energy Evolution Master Fund, Ltd. on November 9, 2026. The filing states that as of that date, Energy Evolution had advanced the full $6,750,000 to the company under the note, and that the proceeds are designated for general working capital purposes.

The note carries a 6% per annum interest rate through the May 9, 2028 maturity date. The filing discloses that all accrued but unpaid interest is payable in cash on the maturity date, unless an event of default occurs, in which case all accrued and unpaid interest becomes immediately due and payable. After the maturity date, any remaining unpaid principal accrues interest at the higher rate of 9% per annum. The company retains the right to prepay the note at any time without penalty or premium, provided at least five business days of prior written notice is given to Energy Evolution and all payments are made in cash.

The filing further states that Energy Evolution may elect to convert all or any portion of the outstanding principal into common stock at $2.16 per share from January 9, 2027 through the maturity date, with accrued and unpaid interest on converted amounts paid in cash at the time of conversion. The conversion price is described as subject to customary adjustments. The company disclosed it will use commercially reasonable efforts to obtain NYSE American approval of a supplemental listing application for the underlying shares. The filing noted that the note was not registered under the Securities Act of 1933, with the company relying on the Section 4(a)(2) exemption, characterizing Energy Evolution as "a sophisticated accredited investor."

What Was Disclosed

Empire Petroleum Corporation reported the issuance of a $6,750,000 convertible promissory note to Energy Evolution Master Fund, Ltd., detailing its interest rates, maturity, conversion terms at $2.16 per share, prepayment rights, and the unregistered nature of the securities offering.