UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

March 3, 2020

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EMPIRE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

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1203 E. 33rd Street, Suite 250, Tulsa Oklahoma 74105

(Address of Principal Executive Offices) (Zip Code)

(539) 444-8002

(Registrant’s telephone number, including area code)

(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:

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

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

Empire North Dakota LLC, a Delaware limited liability company and wholly owned subsidiary of Empire Petroleum Corporation (“Empire North Dakota”), entered into a purchase and sale agreement dated as of March 3, 2020 (the “Purchase Agreement”), with Ovintiv USA Inc., Ovintiv RMI LLC, Ovintiv Production Inc. and Ovintiv Exploration Inc. (collectively, “Seller”), pursuant to which, among other things, Empire North Dakota agreed to acquire certain oil and gas properties from Seller in Montana and North Dakota comprising of 94 gross wells and approximately 35,900 gross acres (26,600 net acres) in Richland County, Montana and McKenzie County, North Dakota. The oil and gas assets are primarily located in and around Richland County, Montana and produce from the Bakken and other conventional reservoirs. Pursuant to the Purchase Agreement, (i) the purchase price shall be $8,500,000 (subject to customary adjustments), (ii) Empire North Dakota wired a deposit of $850,000 to Seller on March 3, 2020 using cash on hand, (iii) the effective date of the transactions contemplated by Purchase Agreement shall be January 1, 2020, and (iv) the closing date shall be April 30, 2020. The Purchase Agreement also contains various representations and warranties, covenants, indemnities, limitations of liability and other terms and conditions that are customary for transactions similar to the transactions contemplated by the Purchase Agreement.

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.