Evolution Petroleum Corp美股招股说明书(2026-02-11版)

Up to $30,000,000Common Stock We have entered into a sales agreement dated as of February11, 2026, (the “Sales Agreement”) withRoth Capital Partners, LLC as lead agent (“Roth” or the “Lead Agent”), Northland Securities, Inc.(“Northland”) and A.G.P./Alliance Global Partners (“AGP”) (each of Roth, Northland and AGP an “Agent”and together, the “Agents”) relating to the sale of shares of our common stock, par value $0.001 per share,offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms ofsuch Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering priceof up to $30,000,000 from time to time through the Lead Agent, acting as our agent or principal. Our common stock is listed on the NYSE American (“NYSE”) under the symbol “EPM.” OnFebruary6, 2026, the last reported sale price of our common stock on NYSE was $4.10 per share. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed tobe an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”). The Lead Agent is not required to sell any specific amount of securities butwill act as our sales agents using commercially reasonable efforts consistent with its normal trading andsales practices, on mutually agreed terms between the Lead Agent and us. There is no arrangement for fundsto be received in any escrow, trust or similar arrangement. The compensation to the Agents for sales of common stock sold pursuant to the Sales Agreement willbe 3.00% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Inconnection with the sale of the common stock on our behalf, the Agents will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemedto be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act orthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). An investment in our common stock involves significant risks. These risks are described under “RiskFactors” beginning on pageS-3of this prospectus supplement and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February11, 2026. TABLE OF CONTENTS PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-5DIVIDEND POLICYS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-9EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION BY REFERENCES-12PageProspectusABOUT THIS PROSPECTUS1CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS2RISK FACTORS5OUR COMPANY6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF WARRANTS10DESCRIPTION OF DEBT SECURITIES12PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INFORMATION INCORPORATED BY REFERENCE27 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains specificinformation about the terms on which we are offering and selling our common stock and also adds to andupdates information contained in the accompanying prospectus and documents incorporated by referenceherein and therein. Under this prospectus supplement and the accompanying prospectus, we may offer andsell shares of our common stock having an aggregate offering price of up to $30,000,000 from time to timethrough the Agents at prices and on terms to be determined by market conditions at the time of the offering.The second part is the accompanying prospectus, which contains and incorporates by reference more generalinformation, some of which may not apply to this offering. This prospectus supplement and theaccompanying prospectus are part of a registration statement on Form S-3 that we filed with the Securitiesand Exchange Commission (the “SEC”) using a “shelf” registration process. We urge you to carefully readthis prospectus supplement, the information incorporated by reference, the accompanying prospectus, andany free writing prospectus that we authorize to be distributed to you before buying any of the securitiesbeing offered under this prospectus supplement. This prospectus supplement may supplement, update orchange information contained in the accompanying prospectus. To the extent that any statement that wemake in this