帝国石油 Corp美股招股说明书(2025-07-10版)

exercise their subscription rights, you will have an over-subscription right to purchase additional units that remain unsubscribed at theExpiration Date (defined below).The purpose of the rights offering is to raise equity capital in a process that provides all of our existing stockholders theopportunity to participate on a pro rata basis. The net proceeds will be used for balance sheet optimization efforts and generalcorporate purposes. of participation in the rights offering by holders of our common stock is less than the level we desire. You should carefully considerwhether or not to exercise your subscription rights before the Expiration Date. We reserve the right to cancel the rights offering at anytime before the Expiration Date, for any reason. The rights warrants are exercisable commencing on their date of issuance and the exercise price shall be equal to $5.46 pershare. The rights warrants will not be transferable and will expire 90 days after the Expiration Date.Phil E. Mulacek, Chairman of the Board of the Company (“Mulacek”), owns approximately 21.4% of our common stockoutstanding prior to the rights offering. Mulacek has indicated his intent to participate in the rights offering and fully subscribe to theunits corresponding to his subscription rights, as well as his intent to fully exercise his over-subscription rights to purchase his pro rata further described in this prospectus supplement. Stockholders who do not participate in the rights offering will continue to own the and have no value. ABOUT THIS PROSPECTUS SUPPLEMENTSUMMARY OF THE TERMS OF THE RIGHTS OFFERING EMPIRE PETROLEUM CORPORATION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCERISK FACTORSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARES LEGAL MATTERS This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filedwith the SEC, using a “shelf” registration process. We provide information to you about this offering in two separate documents thatare bound together: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) theaccompanying prospectus, which provides general information, some of which may not apply to this offering. Generally, unless thecontext indicates otherwise, when we refer to this “prospectus supplement,” we are referring to both documents combined. Ifinformation in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectussupplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later prospectus supplement, in the accompanying prospectus and in any free writing prospectus with respect to this offering filed by uswith the SEC. We have not authorized any person to provide you with different or additional information. If anyone provides you withdifferent, additional or inconsistent information you should not rely on it. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction to or from any prospects may have changed since those dates.We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date they weremade. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be the documents described herein and therein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein and therein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectussupplement and the accompanying prospectus are a part, and you may obtain copies of those documents as described below under“Where You Can Find More Information.” We are offering to sell securities only in jurisdictions where offers and sales are permitted.The distribution of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictionsmay be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the and the accompanying prospectus do not constitute, and may not be used in