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):
January 14, 2010
EMPIRE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20193 73-1238709
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
8801 S. Yale, Suite 120 74137-3575
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (918-488-8068)
Not Applicable
(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 3.02 Unregistered Sales of Equity Securities.
Between December 23, 2009 and January 14, 2010, Empire Petroleum
Corporation (the "Company") received subscriptions from eight accredited
investors for 4,428,571 shares of its common stock, par value $0.001 per
share. The aggregate offering price for such shares was $310,000. The
material terms and conditions applicable to the purchase and sale of the
securities are set forth in the form of the securities purchase agreement
included as an exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2009 (filed with the United States
Securities and Exchange Commission (the "SEC") on November 16, 2009).
This report does not constitute an offer to sell or the solicitation of
an offer to buy any of the shares of common stock, and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The offers and sales related to the shares described above were 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(2) thereof and Regulation D promulgated by the SEC thereunder.
Each of the investors in the private placement is a sophisticated accredited
investor with the experience and expertise to evaluate the merits and risks
of an investment in the Company's stock and the financial means to bear the
risks of such an investment. In addition, each investor was provided access
to all of the material information regarding the Company that such investor
would have received if the offer and sale of the securities had been registered.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of securities purchase agreement entered into between
the Company and certain accredited investors in connection
with the Company's 2009 private placement (incorporated herein
by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 2009, which
was filed on November 16, 2009).
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.
Date: January 21, 2010
Empire Petroleum Corporation
BY: /s/Albert E. Whitehead
President and Chief Executive Officer