UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K/A

 (Amendment No. 1)

_________________

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 14, 2021

_______________________________

EMPIRE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

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:

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. ☐

EXPLANATORY NOTE

On May 17, 2021, Empire Petroleum Corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated May 14, 2021 (the “Initial Form 8-K”), to report that Empire New Mexico LLC, a Delaware limited liability company, which is a wholly owned subsidiary of the Company and doing business as Green Tree New Mexico, acquired certain oil and gas properties in New Mexico comprising of 702 gross wells and approximately 47,200 gross acres (40,580 net acres) in Lea County (the “XTO Properties”), from XTO Holdings, LLC, a subsidiary of ExxonMobil (the “XTO Acquisition”).

This Current Report on Form 8-K/A amends Item 9.01 of the Initial Form 8-K to present certain financial statements of the XTO Properties and to present certain unaudited pro forma financial statements of the Company in connection with the XTO Acquisition.

Filed as Exhibit 99.1 to this Current Report on Form 8-K/A, and incorporated herein by reference, are audited Statements of Revenues and Direct Operating Expenses of the XTO Properties for the years ended December 31, 2020 and 2019, and unaudited Statements of Revenues and Direct Operating Expenses of the XTO Properties for the three months ended March 31, 2021 and 2020.

Filed as Exhibit 99.2 to this Current Report on Form 8-K/A, and incorporated herein by reference, are unaudited pro forma condensed combined financial statements of the Company as of and for the three months ended March 31, 2021, and for the year ended December 31, 2020, which have been prepared to give effect to the XTO Acquisition. These unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the Company’s actual results of operations or financial position would have been if the XTO Acquisition had occurred on the dates indicated, nor are they necessarily indicative of the Company’s future operating results or financial position.

The following exhibits are filed herewith.

____________________________ 

* Previously filed with the Initial Form 8-K.

** Filed with this Current Report on Form 8-K/A.

SIGNATURE

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.

-3-