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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
Pursuant
To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
MAY 24, 2024
_______________________________
EMPIRE
PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware |
001-16653 |
73-1238709 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
2200
S. Utica Place, Suite 150,
Tulsa, Oklahoma
74114
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s telephone number, including area
code: (539) 444-8002
(Former name or former address,
if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock $.001 par value
|
EP
|
NYSE
American
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. | Entry
into a Material Definitive Agreement. |
Conversion
of Note
As
previously reported on the Current Report on Form 8-K of Empire Petroleum Corporation (the “Company”) filed on February 21,
2024, on February 16, 2024 the Company issued that certain Promissory Note in the aggregate principal amount of $5,000,000 (the
“Note”), due on February 15, 2026 and accruing interest at the rate of 7% per annum, to Energy Evolution Master Fund,
Ltd., a Cayman Islands exempted company (“Energy Evolution”). As of May 24, 2024, Energy Evolution has advanced the
Company $5,000,000 under the Note. Under the terms of the Note, 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 $6.25 per share, at the option of Energy Evolution,
at any time and from time to time. At the option of Energy Evolution, interest payments under the Note will be paid either in cash or
in shares of common stock of the Company.
On
May 24, 2024, Energy Evolution elected to convert all of the outstanding principal amount of $5,000,000 under the Note into 800,000
shares of common stock of the Company (the “Shares”) at a conversion price of $6.25 per share (the “Conversion Date”).
Energy Evolution elected to have the accrued interest through the Conversion Date in the amount of $95,277.78 paid in cash by the Company.
For
a description of any material relationship between the Company and Energy Evolution, see the Company’s definitive proxy statement
for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 29, 2024.
Issuance
of Warrant
On
May 31, 2024, the Company issued a Warrant Certificate to purchase up to 128,800 shares of common stock of the Company at an exercise
price of $5.00 per share to Energy Evolution (the “Warrant). The Warrant expires on July 31, 2024. The exercise price is subject
to customary adjustments. The Warrant also contains various other terms and conditions that are customary for transactions of this nature.
The Warrant was issued pursuant to Section 10(b) of the Note relating to pro rata distributions by the Company to all holders of its
common stock, which provision was triggered by the Company’s previously reported rights offering and the conversion of the Note
by Energy Evolution.
The
foregoing summary of the Warrant is qualified in its entirety by reference to the full terms and conditions of the Warrant, a copy of
which is filed as Exhibit 4 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item
1.02. | Termination
of a Material Definitive Agreement. |
The information with respect to the conversion of the Note
and material relationships between the Company and Energy Evolution set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.02.
| Item
3.02. | Unregistered
Sales of Equity Securities. |
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 Shares was 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 3(a)(9) thereof.
The issuance of the Warrant was 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. Energy Evolution 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.
| Item
9.01. | Financial
Statements and Exhibits. |
(d) | | Exhibits. |
| | |
The following exhibits are filed or furnished herewith. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
|
EMPIRE
PETROLEUM CORPORATION
|
|
Date:
May 31, 2024 |
By: |
/s/ Michael
R. Morrisett |
|
|
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
4
EXHIBIT
4
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I)
THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE COMPANY
SHALL HAVE BEEN FURNISHED AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY
OF SUCH ACTS.
No.
Energy Evolution-2 |
May 31, 2024 |
EMPIRE
PETROLEUM CORPORATION
COMMON
SHARE WARRANT CERTIFICATE
Warrant
to Purchase up to 128,800 Common Shares
Expiring
July 31, 2024
THIS
CERTIFIES THAT Energy Evolution Master Fund, Ltd., or, pursuant to Section 5.1(a), its Affiliates, nominees or assignees (the “Warrant
Holder”), at any time on a Business Day after the date the NYSE American approves a supplemental listing application related to
the Warrant Shares (as defined below), but prior to 5:00 p.m., Central Time, on July 31, 2024 (the “Expiration Date”), is
entitled to subscribe for and purchase from Empire Petroleum Corporation, a Delaware corporation (the “Company”), up to 128,800
Common Shares (as defined in Section 1) at a price per Common Share equal to the Exercise Price (as defined in Section 1); provided,
however, that the number of Common Shares issuable upon any exercise of this Warrant (as defined in Section 1) shall be adjusted and
readjusted from time to time in accordance with Section 4 below.
1.
Certain Definitions.
The
following terms, as used herein, have the following meanings:
“Accredited
Investor” means an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the Commission.
“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with such Person.
“Business
Day” means any day except a Saturday, Sunday, or other day on which commercial banks in Houston, Texas, are authorized by law to
close.
“Capital
Reorganization” has the meaning set forth in Section 4.2.
“Commission”
means the Securities and Exchange Commission.
“Common
Share Reorganization” has the meaning set forth in Section 4.1.
“Common
Shares” means the Company’s currently authorized class of Common Stock, par value $0.001.
“Company”
has the meaning set forth in the preamble to this Warrant Certificate.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall
include a reference to the comparable section, if any, of any such successor Federal statute.
“Exercise
Price” means $5.00, subject to adjustment from time to time pursuant to Section 4.
“Notice
of Exercise” has the meaning set forth in Section 2(a).
“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.
“Securities
Act” means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference
to the comparable section, if any, of any such successor Federal statute.
“Warrant”
means the rights granted to the Warrant Holder pursuant to this Warrant Certificate.
“Warrant
Certificate” means this Common Share Warrant Certificate.
“Warrant
Holder” has the meaning set forth in the preamble to this Warrant Certificate.
“Warrant
Shares” means 128,800 Common Shares issued or issuable upon exercise of this Warrant, subject to adjustment from time to time pursuant
to Section 4.
2.
Exercise.
(a) At
any time, the Warrant Holder may exercise this Warrant by delivering to the Company a duly executed notice (a “Notice of Exercise”)
in the form of Annex A specifying the number of Warrant Shares as to which this Warrant is being exercised along with payment to the
Company of an aggregate amount equal to the product of: (a) the Exercise Price times (b) the number of Warrant Shares as to which the
Warrant is being exercised.
(b) As
soon as practicable, but not later than five (5) Business Days after the Company shall have received such Notice of Exercise and payment
of the aggregate Exercise Price made to the Company, the Company shall execute and deliver or cause to be executed and delivered, in
accordance with such Notice of Exercise, a certificate or certificates representing the number of Common Shares specified in such Notice
of Exercise issued in the name of the Warrant Holder. This Warrant shall be deemed to have been exercised and such share certificate
or certificates shall be deemed to have been issued, and such Warrant Holder shall be deemed for all purposes to have become a holder
of record of the relevant Common Shares, as of the date that such Notice of Exercise and payment of the aggregate Exercise Price shall
have been received by the Company in the manner set forth in Sections 2(a).
(c) The
Warrant Holder shall surrender this Warrant Certificate to the Company when it delivers the Notice of Exercise, and in the event of a
partial exercise of the Warrant, the Company shall execute and deliver to the Warrant Holder, at the time the Company delivers the share
certificate or certificates issued pursuant to such Notice of Exercise, a new Warrant Certificate for the unexercised portion of this
Warrant Certificate, but in all other respects identical to this Warrant Certificate.
(d) The
Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of certificates
for the Warrant Shares and a new Warrant Certificate, if any, except that if the certificates for the Warrant Shares or the new Warrant
Certificate, if any, are to be registered in a name or names other than the name of the Warrant Holder, funds sufficient to pay all transfer
taxes payable as a result of such transfer shall be paid by the Warrant Holder at the time of its delivery of the Notice of Exercise
or promptly upon receipt of a written request by the Company for payment.
(e) No
fractional Common Shares will be issued in connection with any exercise of the Warrant, and any fractional Common Share (resulting from
any adjustment pursuant to Section 4 or otherwise) in the aggregate number of Common Shares being purchased upon any exercise of the
Warrant shall be eliminated.
3.
Validity of Warrant and Issuance of Common Shares.
The
Company represents and warrants that this Warrant has been duly authorized and is validly issued. The Company further represents and
warrants that on the date hereof it has duly authorized and reserved, and the Company hereby agrees that it will at all times until the
Expiration Date have duly authorized and reserved, such number of Common Shares as will be sufficient to permit the exercise in full
of the Warrant, and that all such Common Shares are and will be duly authorized and, when issued upon exercise of the Warrant, will be
validly issued, fully paid and nonassessable, and free and clear of all security interests, claims, liens, equities and other encumbrances.
4.
Adjustment Provisions.
The
number of Warrant Shares that may be purchased upon any exercise of the Warrant, shall be subject to change or adjustment as follows:
4.1.
Common Share Reorganization. If the Company shall subdivide its outstanding Common Shares into a greater number of shares, by way
of share split, share dividend or otherwise, or consolidate its outstanding Common Shares into a smaller number of shares (any such event
being herein called a “Common Share Reorganization”), then (a) the definition of Exercise Price shall be adjusted, effective
immediately after the effective date of such Common Share Reorganization, so that each amount contained in the definition of the Exercise
Price is equal to such amount multiplied by a fraction, the numerator of which shall be the number of Common Shares outstanding on such
effective date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares
outstanding after giving effect to such Common Shares Reorganization, and (b) the number of Common Shares subject to purchase upon exercise
of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of Common Shares subject
to purchase immediately before such Common Share Reorganization by a fraction, the numerator of which shall be the number of shares outstanding
after giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding
immediately before giving effect to such Common Share Reorganization.
4.2.
Capital Reorganization. If there shall be any consolidation or merger to which the Company is a party, other than a consolidation
or a merger of which the Company is the continuing corporation and that does not result in any reclassification of, or change (other
than a Common Share Reorganization) in, outstanding Common Shares, or any sale or conveyance of the property of the Company as an entirety
or substantially as an entirety, or any recapitalization of the Company (any such event being called a “Capital Reorganization”),
then, effective upon the effective date of such Capital Reorganization, the Warrant Holder shall no longer have the right to purchase
Common Shares, but shall have instead the right to purchase, upon exercise of this Warrant, the kind and amount of Common Shares and
other securities and property (including cash) which the Warrant Holder would have owned or have been entitled to receive pursuant to
such Capital Reorganization, if the Warrant had been exercised immediately prior to the effective date of such Capital Reorganization.
4.3.
Adjustment Rules.
(a) Any
adjustments pursuant to this Section 4 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding
any other provision of this Section 4, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder
(or to the Exercise Price) if such adjustment represents less than one-percent (1%) of the number of Warrant Shares previously required
to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent
adjustment which together with any adjustments so carried forward shall amount to one-percent (1%) or more of the number of Warrant Shares
to be so delivered.
(b) If
the Company shall take a record of the holders of its Common Shares for any purpose referred to in this Section 4, then (i) such record
date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon
such action prior to effecting such action, no adjustment shall be made pursuant to this Section 4 in respect of such action.
(c) As
a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 4, the Company shall take
any action which may be necessary, including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly
and legally issue as fully paid and nonassessable all Common Shares which the Warrant Holder is entitled to receive upon exercise of
this Warrant.
5.
Transfer of Warrant.
5.1.
No Transfer Without the Consent of the Company. This Warrant is personal to the Warrant Holder and this Warrant Certificate and the
rights of the Warrant Holder hereunder may not be sold, assigned, transferred or conveyed, in whole or in part, except (a) to an Affiliate,
nominee or assignee of the Warrant Holder that is an Accredited Investor or (b) with the prior written consent of the Company, which
shall not be unreasonably withheld.
5.2.
Permitted Transfers. Upon transfer of the Warrant permitted under Section 5.1 above, the Warrant Holder must deliver to the Company
a duly executed Warrant Assignment in the form of Annex B attached hereto with funds sufficient to pay any transfer tax imposed in connection
with such assignment. Upon surrender of this Warrant to the Company, the Company shall execute and deliver a new Warrant in the form
of this Warrant, with appropriate changes to reflect such assignment, in the name or names of the
assignee
or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s
entire interest is not being transferred or assigned, in the name of the Warrant Holder, and this Warrant shall promptly be canceled.
In connection with any transfer or exchange of this Warrant permitted hereunder, the transferring Warrant Holder shall pay all costs
and expenses relating thereto, including, without limitation, all transfer taxes, if any, and all reasonable expenses incurred by the
Company (including legal fees and expenses). Any new Warrant issued shall be dated the date hereof. The terms “Warrant” and
“Warrant Holder” as used herein include all Warrants into which this Warrant (or any successor Warrant) may be exchanged
or issued in connection with the permitted transfer or assignment of this Warrant, any successor Warrant and the holders of those Warrants,
respectively.
6.
Lost, Mutilated or Missing Warrant Certificates.
Upon
receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate and,
in the case of loss, theft or destruction, upon receipt of indemnification satisfactory to the Company, or, in the case of mutilation,
upon surrender and cancellation of the mutilated Warrant Certificate, the Company shall execute and deliver a new Warrant Certificate
of like tenor and representing the right to purchase the same aggregate number of Warrant Shares. The recipient of any such Warrant Certificate
shall reimburse the Company for all reasonable expenses incidental to the replacement of such lost, mutilated or missing Warrant Certificate.
7.
Miscellaneous.
7.1.
Successors and Assigns. All the provisions of this Warrant Certificate by or for the benefit of the Company or the Warrant Holder
shall bind and inure to the benefit of their respective successors and permitted assigns.
7.2.
Waivers; Amendments. Any provision of this Warrant Certificate may be amended or modified with (but only with) the written consent
of the Company and the Warrant Holder. Any amendment, modification or waiver effected in compliance with this Section 7.2 shall be binding
upon the Company and the Warrant Holder. No failure or delay of the Company or the Warrant Holder in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereon or the exercise of any other right or power.
The rights and remedies of the Company and the Warrant Holder hereunder are cumulative and not exclusive of any rights or remedies which
each would otherwise have.
7.3.
No Rights as a Shareholder. The Warrant shall not entitle the Warrant Holder, prior to the exercise of the Warrant, to any rights
as a holder of any of the Warrant Shares.
7.4.
Separability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
7.5.
Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the State of Delaware without regard to
principles of conflicts of law, except as otherwise required by mandatory provisions of law.
7.6.
Section Headings. The section headings used herein are for convenience of reference only and shall not be construed in any way to
affect the interpretation of any provisions of the Warrant.
[Signature
on Next Page]
IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and attested by an officer of the Company, all as
of the day and year first above written.
|
EMPIRE PETROLEUM CORPORATION |
|
|
|
By: |
/s/ Michael R. Morrisett |
|
Name: Michael R. Morrisett
Title: President and CEO |
ANNEX
A
Form
of Notice of Exercise
Date:
__________
To:
Empire Petroleum Corporation
Reference
is made to the Common Share Purchase Warrant No. Energy Evolution-2 dated May 31, 2024, issued to the undersigned by Empire Petroleum
Corporation. Terms defined therein are used herein as therein defined.
The
undersigned, pursuant to the provisions set forth in the Warrant Certificate, hereby irrevocably elects and agrees to purchase the number
of Warrant Shares at the Exercise Price(s) set forth below and makes payment herewith by check payable to the order of Empire Petroleum
Corporation in an amount equal to $ _________.
|
Number
of Warrant Shares |
|
Applicable Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
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|
If
said number of Warrant Shares set forth above is less than all of the Warrant Shares purchasable hereunder, the undersigned hereby requests
that a new Warrant Certificate representing the remaining balance of the Warrant Shares be issued to me.
The
undersigned hereby represents that it is exercising the Warrant for its own account for investment purposes and not with the view to
any sale or distribution and that the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or any underlying Warrant
Shares in violation of applicable securities laws.
Energy
Evolution MASTER Fund, LTD.
By:
Name:
Title:
ANNEX
B
Form
of Warrant Assignment
Date:__________
Reference
is made to the Common Share Purchase Warrant No. Energy Evolution-2 dated May 31, 2024, issued to the undersigned by Empire Petroleum
Corporation. Terms defined therein are used herein as therein defined.
FOR
VALUE RECEIVED __________________ (the “Assignor”) hereby sells, assigns and transfers all of the rights of the Assignor
as set forth in the Warrant Certificate with respect to the number of Warrant Shares covered thereby as set forth below, to the Assignee(s)
as set forth below:
Name
of Assignee |
|
Address |
|
Number of Applicable |
|
Exercise Price of |
|
|
|
|
Warrant Shares |
|
Warrant Shares |
|
|
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All
notices to be given by the Company to the Assignor as Warrant Holder shall be sent to the Assignee(s) at the above listed address(es),
and, if the number of Warrant Shares being hereby assigned is less than all of the Warrant Shares covered by the Warrant Certificate
held by the Assignor, then also to the Assignor.
In
accordance with Section 5 of the Warrant Certificate, the Assignor requests that the Company execute and deliver a new Warrant Certificate
or Warrant Certificates in the name or names of the Assignee or Assignees, as is appropriate, or, if the number of Warrant Shares being
hereby assigned is less than all of the Warrant Shares covered by the Warrant held by the Assignor, new Warrant Certificates in the name
or names of the Assignee or the Assignees, as is appropriate, and in the name of the Assignor.
The
undersigned represents that the Assignee has represented to the Assignor that the Assignee or each Assignee, as is appropriate, is acquiring
the Warrant for its own account or the account of an Affiliate for investment purposes and not with the view to sell or distribute, and
that the Assignee or each Assignee, as is appropriate, will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares
except under circumstances as will not result in a violation of applicable securities laws.
ENERGY
EVOLUTION MASTER FUND, LTD.
By:
Name:
Title:
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- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionLocal phone number for entity.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Empire Petroleum (AMEX:EP)
過去 株価チャート
から 2 2025 まで 3 2025
Empire Petroleum (AMEX:EP)
過去 株価チャート
から 3 2024 まで 3 2025