EMPIRE PETROLEUM CORP (EP): Entry into a Material Definitive Agreement
EMPIRE PETROLEUM CORP (EP) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. Item 1.01. Entry into a Material Definitive Agreement. On November 9, 2026, Empire Petroleum Corporation (the “Company”) issued that certain Promissory Note in the aggregate principal amount of $6,750,000 (the “Note”) to Energy Evolution Master Fund, Ltd., a Caymon Islands exempt
- Instrument
- Promissory Note
- Amount
- $6,750,000
- Interest rate
- 6% per annum
- Maturity
- May 9, 2028
- Lender
- Energy Evolution Master Fund, Ltd.
Facts are quoted from the filing text and checked against it.
How this was made
The 30-second read
Why it matters
Debt provides working capital with a maturity of May 9, 2028, but the optional conversion into common stock at $2.16/share creates potential dilution and equity overhang risk. The company also indicates it will seek NYSE American approval for a supplemental listing related to the underlying shares.
Market read
This is a primary financing disclosure that can change near-term risk perception through convertibility and potential share issuance, even without an immediate conversion event.
What to watch
Traders should monitor whether Energy Evolution actually converts, the likelihood of NYSE American approval for underlying shares, and any defined Event of Default triggers that could accelerate interest payments.
Background
The 8-K reports Empire Petroleum’s entry into a material definitive agreement: a $6.75M promissory note issued to Energy Evolution Master Fund, Ltd.
Ticker impact
Empire Petroleum disclosed a $6.75M promissory note with 6% interest, optional conversion at $2.16/share, and NYSE American listing approval efforts.
Likely modest pressure or volatility as traders price dilution/convertibility risk versus working-capital support.
The filing is a primary disclosure of debt terms and a potential equity issuance pathway, but it does not state immediate conversion or a cash need beyond general working capital.
Market effects
Adds a data point on small-cap upstream financing via convertible debt, which can influence sentiment toward similarly capital-constrained energy issuers.
Limited, primarily affects US small-cap energy credit and equity risk appetite.
Low, as the disclosure is company-specific and not tied to global oil or macro supply shocks.
Counterpoint
The note may reduce near-term default risk and avoid an immediate equity raise, which can be supportive if the company’s cash burn is manageable.
Key entities
- issuerEmpire Petroleum Corporation
US-listed company that issued the $6.75M promissory note and disclosed its key terms and conversion mechanics.
- counterpartyEnergy Evolution Master Fund, Ltd.
Accredited investor that advanced $6.75M under the note and holds the option to convert principal into common shares.
- venueNYSE American
Exchange the company plans to seek approval from for listing underlying shares tied to potential conversion.


