UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
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☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________to_________________________
EMPIRE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-16653
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73-1238709
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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Financial Plaza, Suite 450, 215 Union Boulevard, Lakewood, CO 80228
(Address of principal executive offices) (Zip Code)
(303) 305-4365
(Registrant's telephone number, including area code, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: NONE
Name of each exchange on which registered: N/A
Securities registered pursuant to 12(g) of the Act:
Title of each class: Common Stock, $0.001 par value
Name of each exchange on which registered: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☑ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes ☐ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☑
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon the average bid and asked prices of the registrant's Common Stock on the last business day of the registrant's most recently completed second fiscal quarter was $340,554.
The number of shares of the registrant's common stock, $0.001 par value, outstanding as of March 1, 2016, 8,710,609.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Registrant is filing this Amendment No. 1 (this “Amendment”) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, originally filed with the U.S. Securities and Exchange Commission on March 30, 2016 (the “Original Filing”), for the sole purpose to include the XBRL Exhibits. There are no other changes to the Original Filing.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) Financial Statements
The financial statements under this item are included in Item 8 of Part II.
(2) Schedules
NONE
(3) Exhibits
Exhibit Description
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NO.
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2.1
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Option to acquire oil and gas lease dated as of April 14, 2015 (incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K dated April 23, 2015, which was filed on April 23, 2015).
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2.2
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Option to acquire oil and gas lease dated as of April 30, 2015 (incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K dated May 11, 2015, which was filed on May 11, 2015).
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3.1
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Articles of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-QSB for the period ended September 30, 1995, which was filed November 6, 1995).
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3.2
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Certificate of Amendment to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K dated May 31, 2012, which was filed on June 1, 2012).
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3.3
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Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of the Company's Form 10-QSB for the period ended March 31, 1998, which was filed May 15, 1998).
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10.1
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1995 Stock Option Plan (incorporated herein by reference to Appendix A of the Company's Form DEFS 14A dated June 13, 1995, which was filed June 14, 1995).
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10.2
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Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10(g) of the Company's Form 10-KSB for the year ended December 31, 1995, which was filed March 29, 1996).
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10.3
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2006 Stock Incentive Plan (incorporated herein by reference to Exhibit A to the Company's 2006 Proxy Statement on Schedule 14A dated May 10, 2006).
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10.4
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Form of Non-qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K dated June 5, 2006, which was filed on June 9, 2006).
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10.5
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Form of Non-qualified Stock Option Agreement for Non-employee Directors (incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K dated June 5, 2006, which was filed on June 9, 2006).
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10.6
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Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to the Company's Form 8-K dated June 5, 2006, which was filed on June 9, 2006).
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31.1*
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Rule 13a – 14(a)/15d – 14(a) Certification of J. C. Whorton, Jr., Chief Executive Officer.
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31.2*
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Rule 13a – 14(a)/15d – 14(a) Certification of Michael R. Morrisett, principal financial officer.
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32.1*
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Section 1350 Certification of J. C. Whorton, Jr., Chief Executive Officer.
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32.2*
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Section 1350 Certification of Michael R. Morrisett, principal financial officer.
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101
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Financial Statements for XBRL format (submitted herewith).
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* Previously filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Empire Petroleum Corporation
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Date:
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March 31, 2016
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By:
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/s/ J. C. Whorton, Jr.
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J. C. Whorton, Jr.
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Chief Executive Officer
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(principal executive officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ J. C. Whorton, Jr.
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Director, Chairman and Chief Executive Officer
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March 31, 2016
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J. C. WHORTON, JR.
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(principal executive officer)
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/s/ Michael R. Morrisett
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Director and President (principal financial
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March 31, 2016
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MICHAEL R. MORRISETT
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officer and principal accounting officer)
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