Form 8-K - Current report

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): July 22, 2024

TRULEUM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-555861		90-1020566
(Commission File Number)		(IRS Employer Identification No.)

14143 Denver West Blvd.Ste.100, Golden CO		80401
(Address of Principal Executive Offices)		(Zip Code)

800-819-0604

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01.

Other Events

On July 22, 2024, the Company issued an Operation Update to the shareholders of record (the” Shareholders”) on July 16, 2024 (the “Record Date”). A copy of the release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Shareholder Release dated July 22, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	TRULEUM, INC.

Date: July 22, 2024	By:	/s/ Lacie Kellogg
		Lacie Kellogg
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 99.1

Truleum, Inc. Provides Update to Shareholders on Operations

Dear Shareholder,

As an early investor in Truleum, Inc., formerly known as Alpha Energy, Inc., we are excited to reconnect with you and share the significant progress we've made over the past three years. Since you first invested, we've undergone a major rebranding from Alpha Energy, Inc. to Truleum, Inc.

Our new brand image reflects our commitment to restoring trust and truth in the oil and gas industry. We invite you to visit our new website at https://truleum.com/ to see our updated logo and learn more about our mission and values.

Truleum is on a mission to save our independent oil and gas industry. We are restarting abandoned wells, rebuilding shattered communities, and creating new value, security, and stability for this once-and-future heartland industry of America.

We have already acquired a portfolio of proven, producing reserves, implemented programs to restore wells and create value, and started generating revenues from oil and gas production. We are now raising $2.5M to meet our CAPEX requirement to expand the development of reserves and achieve a 2x valuation multiple.

IMPORTANT: Over the past 18 months, we have established a solid infrastructure to start producing our own well bores, which will dramatically increase our reserves and cash flows. Our dedicated team, including reserve engineers, landmen, geologists, and environmental experts, have vetted three significant acquisitions. We anticipate these acquisitions will increase our reserves to over half a billion dollars and boost our daily production to nearly 2,000 barrels.

Looking ahead, we are gearing up for several exciting initiatives, including potential acquisitions and our strategic transition from the over-the-counter market to the NYSE: American Exchange. To achieve these milestones, we are eager to re-engage with you and keep you informed about our progress.

To ensure we have your most up-to-date contact information, please reply to this email or call us at (800) 819-0604 to confirm your current contact information. Your engagement is crucial as we move forward, and we want to ensure you stay informed about all our developments.

Please let us know if you would like to receive more detailed updates, including information about our acquisition targets and plans. Thank you for your continued support and belief in our mission. We look forward to connecting with you and sharing more about the exciting future of Truleum.

Best regards,
Jay Leaver, President

This shareholder update is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction. No securities are being offered or sold pursuant to this shareholder update. Any investment decisions should be based solely on the information contained in the offering documents provided by the company and should be made

About Truleum, Inc.

Truleum, Inc. is an energy company focused on the exploration, development, and production of oil and natural gas reserves. The company aims to leverage advanced technologies to optimize extraction processes and maximize resource efficiency. For more information, please visit www.truluem.com.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate”, “believe”, “contemplate”, “could”, “estimate”, “expect”, “intend”, “seek”, “may”, “might”, “plan”, “potential”, “predict”, “project”, “target”, “aim”, “should”, “will”, “would”, or the negative of these words or other similar expressions, although not all forward-looking statements contain these words,. Forward-looking statements are based on Truleum, Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Truleum, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2023. Forward-looking statements contained in this announcement are made as of this date, and Truleum, Inc. undertakes no duty to update such information except as required under applicable law. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. We may use the term “resource” in this news release that the SEC’s guidelines prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. Copies are available from the SEC and from the Truleum, Inc. website.

For more information contact Jay Leaver at info@truleum.com.

Document And Entity Information	Jul. 22, 2024
Document Information [Line Items]
Entity, Registrant Name	TRULEUM, INC.
Document, Type	8-K
Document, Period End Date	Jul. 22, 2024
Entity, Incorporation, State or Country Code	CO
Entity, File Number	000-555861
Entity, Tax Identification Number	90-1020566
Entity, Address, Address Line One	14143 Denver West Blvd.Ste.100
Entity, Address, City or Town	Golden
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80401
City Area Code	800
Local Phone Number	819-0604
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000855787