S-3 1 empire-s3_18548.htm FORM S-3 DATED OCTOBER 28, 2021

As filed with the Securities and Exchange Commission on October 28, 2021

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Empire Petroleum Corporation

Delaware |  | 73-1238709
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2200 S. Utica Place, Suite 150

Tulsa, Oklahoma 74114

(539) 444-8002

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael R. Morrisett

President

Empire Petroleum Corporation

2200 S. Utica Place, Suite 150

Tulsa, Oklahoma 74114

(539) 444-8002

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kevin J. Poli

Porter Hedges LLP

1000 Main, 36th Floor

Houston, Texas 77002

Telephone: (713) 226-6682

Telecopy: (713) 228-1331

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ |  | Accelerated filer ☐
Non-accelerated filer ☒ |  | Smaller reporting company ☒
|  | Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1) | Amount to be Registered | Proposed Maximum Aggregate Offering Price per Unit | Proposed Maximum Offering Price | Amount of Registration Fee
Primary Offering: |  |  |  |
Common Stock, par value $0.001 per share |  |  |  |
Warrants |  |  |  |
Subscription Rights |  |  |  |
Purchase Contracts |  |  |  |
Units |  |  |  |
Total Primary Offering |  |  | $350,000,000 (2) | $32,445(3)
Secondary Offering |  |  |  |
Common Stock, par value $0.001 per share (4) | 21,360,165 | $2.43 (5) | $51,905,201 | $4,812
Total |  |  | $398,599,851 | $37,257

(1) | Other than with respect to the shares of Common Stock registered for resale and described in footnote (4) below, the securities registered consist of $350,000,000 of an indeterminate number or amount of Common Stock, Warrants, Subscription Rights, Purchase Contracts, and Units, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement, other than the shares of Common Stock described in footnote (4) below, exceed $350,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities registered hereunder and listed in the “Calculation of Registration Fee” table above as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder and listed in the “Calculation of Registration Fee” table above.
(2) | The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933.
(3) | Calculated in accordance with Rule 457(o) of the Securities Act of 1933.
(4) | Represents shares of Common Stock registered for resale by the selling stockholders named in this registration statement.
(5) | Pursuant to Rule 457(c) of the Securities Act of 1933, the maximum aggregate offering price per unit is calculated on the basis of the average of the high and low sale prices of our common stock on October 25, 2021, as reported on the OTCQB.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement consists of two prospectuses, covering the registration of:

| ● | Shares of common stock, warrants, subscription rights, purchase contracts, and units of Empire Petroleum Corporation; and
| ● | Shares of common stock of Empire Petroleum Corporation that may be sold in one or more secondary offerings by the selling stockholders.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, DATED OCTOBER 28, 2021

PROSPECTUS

EMPIRE PETROLEUM CORPORATION

$350,000,000

Common Stock

Warrants

Subscription Rights

Purchase Contracts

Units

We may offer from time to time shares of our common stock, warrants, subscription rights, purchase contracts and units that include any of these securities.

The aggregate initial offering amount of the securities that we offer will not exceed $350,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.

Our common stock is quoted on the OTCQB under the symbol “EMPR.” The last reported sale price of our common stock on October 25, 2021 was $2.43 per share.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

We will provide the specific terms of the offering in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement.

Investing in our securities involves significant risks that are described in the “Risk Factors” section beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is               , 2021.

Table of Contents

| Page
ABOUT THIS PROSPECTUS | 1
Empire PETROLEUM CORPORATION | 2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2
WHERE YOU CAN FIND MORE INFORMATION | 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 3
RISK FACTORS | 4
USE OF PROCEEDS | 4
DILUTION | 4
DESCRIPTION OF COMMON STOCK | 5
DESCRIPTION OF WARRANTS | 6
DESCRIPTION OF SUBSCRIPTION RIGHTS | 8
DESCRIPTION OF PURCHASE CONTRACTS | 9
DESCRIPTION OF UNITS | 10
GLOBAL SECURITIES | 11
PLAN OF DISTRIBUTION | 13
LEGAL MATTERS | 16
EXPERTS | 16

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission”) utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $350,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the Commission, includes all material information relating to these offerings and securities. We may also add, update or change in any such applicable prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement or information incorporated by reference having a later date, you should rely on the information in such applicable prospectus supplement or incorporated information having a later date. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Documents By Reference,” and the additional information described under the heading “Where You Can Find More Information,” before buying any of the securities being offered.

You should rely only on the information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.

Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus and any prospectus supplement. We have filed and plan to continue to file other documents with the Commission that contain information about us and our business. Also, we will file legal documents that control the terms of the securities offered by this prospectus as exhibits to the reports that we file with the Commission. The registration statement and other reports can be read at the Commission website or at the Commission offices mentioned under the heading “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

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EMPIRE PETROLEUM CORPORATION

We are an oil and natural gas producer with producing properties located in New Mexico, Louisiana, Texas, North Dakota, and Montana. As of the date of this prospectus, the properties produce approximately 50,000 net barrels of oil equivalent (Boe) per month.

As used in this prospectus, the terms “we,” “us” and “our” mean Empire Petroleum Corporation, a Delaware corporation, and its subsidiaries and predecessors, unless the context indicates otherwise. Our principal executive office is located at 2200 S. Utica Place, Suite 150, Tulsa, Oklahoma 74114, and our phone number is (539) 444-8002.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this prospectus, our filings with the Commission and our public releases include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Commission. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of us and our subsidiaries to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.

The forward-looking statements contained in or incorporated by reference into this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including:

| · | our limited financial resources and need for additional capital;

| · | the continued impact of the COVID-19 pandemic on our business and results of operation;

| · | the costs expected to be incurred in exploration and development;

| · | our substantial indebtedness;

| · | unforeseen engineering, mechanical or technological difficulties in drilling wells;

| · | uncertainty of exploration results;

| · | operating hazards;

| · | the geographic concentration of our properties;

| · | competition from other natural resource companies;

| · | the fluctuations of prices for oil and gas;

| · | our ability to use our net operating loss carryforwards;

| · | our estimate of reserves;

| · | the sufficiency of our insurance coverage;

| · | the effects of governmental and environmental regulation;

| · | the effectiveness of our disclosure controls and procedures; and

| · | general economic conditions.

Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us.

In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Risk Factors” included elsewhere in this prospectus and in the documents that we include in or incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and our subsequent Commission filings. All forward-looking statements speak only as of the date they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and file reports, proxy statements and other information with the Commission as required by the Exchange Act. These reports, proxy statements and other information can be inspected and copied at the Commission’s Public Reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. We maintain a website at www.empirepetroleumcorp.com. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute part of this prospectus.

We have filed a registration statement with the Commission on Form S-3 (including any amendments thereto, known as the registration statement) under the Securities Act with respect to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. You may refer to the registration statement and the exhibits and schedules thereto for more information about the offered securities and us. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete and, in each instance, reference is hereby made to the copy of such contract or document so filed. Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have previously been filed by us with the Commission under the Exchange Act, are incorporated herein by reference:

| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 31, 2021 (File No. 001-16653);
| ● | Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 and June 30, 2021, filed with the Commission on May 17, 2021 and August 23, 2021 (File No. 001-16653);
| ● | Our Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired on May 14, 2021 from XTO Holdings, LLC for the years ended December 31, 2020 and 2019, included in the Current Reports on Form 8-K filed with the Commission on July 30, 2021 and August 23, 2021 (File No. 001-16653); and
| ● | Our Current Reports on Form 8-K, filed with the Commission on January 6, 2021, March 15, 2021, April 1, 2021, April 27, 2021, April 29, 2021, May 17, 2021, May 18, 2021, May 20, 2021, July 30, 2021, August 4, 2021, August 23, 2021, August 24, 2021, October 5, 2021, October 21, 2021 and October 22, 2021 (File No. 001-16653) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K).

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit) after the date of the initial registration statement and prior to the effectiveness of the registration statement and after the date of this prospectus and prior to the termination of each offering under this prospectus shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

This prospectus incorporates documents by reference that are not delivered with the prospectus. Copies of these documents, other than the exhibits to the documents (unless such exhibits are specifically incorporated by reference in such documents), are available upon written or oral request, at no charge, from us. Requests for such copies should be directed to Empire Petroleum Corporation, 2200 S. Utica Place, Suite 150, Tulsa, Oklahoma 74114, Attention: Michael Morrisett, telephone number: (539) 444-8002.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020, and our subsequent Commission filings, in evaluating an investment in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement or any pricing supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include capital expenditures, repayment or refinancing of indebtedness, acquisitions and repurchases and redemptions of securities. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.

DILUTION

Our net tangible book value at June 30, 2021 was $(0.09) per share of common stock. Net tangible book value per share of common stock is determined by dividing our tangible net worth, which is tangible assets less liabilities, by the total number of shares of our common stock outstanding. If we offer shares of our common stock, purchasers of our common stock in that offering may experience immediate dilution in net tangible book value per share. The prospectus supplement relating to an offering of shares of our common stock will set forth the information regarding any dilutive effect of that offering.

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DESCRIPTION OF COMMON STOCK

The total number of shares of all classes of stock that we have authority to issue is 150,000,000 shares of common stock, par value $.001 per share. We had 74,323,764 shares of common stock, outstanding as of October 25, 2021.

In the discussion that follows, we have summarized selected provisions of our articles of incorporation and our bylaws relating to our capital stock. You should read our articles of incorporation and bylaws as currently in effect for more details regarding the provisions we describe below and for other provisions that may be important to you. We have filed copies of those documents with the SEC, and they are incorporated by reference as exhibits to the registration statement. Please read “Where You Can Find More Information.”

Common Stock

Our outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities.

Voting Rights

The holders of shares of common stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of common stock do not have cumulative voting rights with respect to the election of directors or as to any other matter to be voted upon by the holders of common stock. Our Bylaws may be amended by our board of directors without the vote or consent of the holders of our common stock or by vote or consent of the holders of our common stock.

Dividend and Liquidation Rights

Holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors in its discretion from funds legally available. In the event of our liquidation, dissolution, or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. Our credit agreement limits the amount of cash dividends that we can pay on our common stock.

Diminution of Rights of Common Stock

Our Certificate of Incorporation does not currently authorize the issuance of preferred stock. The voting, dividend, and liquidation rights of the holders of our common stock could be materially adversely diminished by the terms of any series of preferred stock that may be authorized for issue in the future pursuant to an amendment of the Certificate of Incorporation.

Anti-Takeover Provisions

Provisions of the Delaware General Corporation Law (“DGCL”) may delay, defer, or prevent a change of control of us. The DGCL provides certain restrictions on business combinations involving interested parties. Under the DGCL, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. The board of directors could rely on this provision of the DGCL to prevent or delay an acquisition of us.

Listing

Our common stock is listed for quotation on the OTCQB under the symbol “EMPR.”

Transfer Agent and Registrar

Securities Transfer Corporation is transfer agent and registrar for our common stock.

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DESCRIPTION OF WARRANTS

We may issue warrants to purchase common stock, purchase contracts or units that are registered pursuant to the registration statement to which this prospectus relates. We may issue warrants independently or together with other securities that are registered pursuant to the registration statement to which this prospectus relates. Warrants sold with other securities may be attached to or separate from the other securities. We will issue each series of warrants under a separate warrant agreement between us and a warrant agent that we will name in the prospectus supplement. We will describe additional terms of the warrants and the applicable warrant agreements in the applicable prospectus supplement.

General

If warrants are offered, the prospectus supplement relating to a series of warrants will include the specific terms of the warrants, including:

| ● | the offering price;
| ● | the title of the warrants;
| ● | the aggregate number of warrants offered;
| ● | the dates or periods during which the warrants can be exercised;
| ● | whether the warrants will be issued in individual certificates to holders or in the form of global securities held by a depositary on behalf of holders;
| ● | the designation and terms of any securities with which the warrants are issued;
| ● | if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
| ● | if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
| ● | any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants;
| ● | any special tax implications of the warrants or their exercise;
| ● | any anti-dilution provisions of the warrants;
| ● | any redemption or call provisions applicable to the warrants; and
| ● | any other terms of the warrants.

Transfers and Exchanges

A holder will be able to exchange warrant certificates for new warrant certificates of different denominations, or to transfer warrants, at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Prior to exercise, holders of warrants will have none of the rights of holders of the underlying securities.

Exercise

Holders will be able to exercise warrants up to 5:00 P.M. New York City time on the date set forth in the prospectus supplement as the expiration date.

After this time, unless we have extended the expiration date, the unexercised warrants will be void.

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Subject to any restrictions and additional requirements that may be set forth in a prospectus supplement, holders of warrants may exercise them by delivering to the warrant agent at its corporate trust office the following:

| ● | warrant certificates properly completed; and
| ● | payment of the exercise price.

As soon as practicable after the delivery, we will issue and deliver to the indicated holder the securities purchasable upon exercise. If a holder does not exercise all the warrants represented by a particular certificate, we will also issue a new certificate for the remaining number of warrants.

No Rights of Security Holder Prior to Exercise

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will not be entitled to purchase equity securities, the right to vote or to receive dividend payments or similar distributions on the securities purchasable upon exercise.

Enforceability of Rights by Holders of Warrants

Each warrant agent will act solely as our agent under the relevant warrant agreement and will not assume any obligation or relationship of agency or trust for any warrant holder. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility if we default in performing our obligations under the relevant warrant agreement or warrant, including any duty or responsibility to initiate any legal proceedings or to make any demand upon us.

Title

We and the warrant agents and any of our respective agents may treat the registered holder of any warrant certificate as the absolute owner of the warrants evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the warrants so requested, despite any notice to the contrary.

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DESCRIPTION OF SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase common stock, warrants, other securities described in this prospectus or any combination thereof. These subscription rights may be issued independently or together with any other security offered by us and may or may not be transferable by the security holder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other investors pursuant to which the underwriters or other investors may be required to purchase any securities remaining unsubscribed for after such offering.

To the extent appropriate, the applicable prospectus supplement will describe the specific terms of the subscription rights to purchase shares of our securities offered thereby, including the following:

| ● | the date of determining the security holders entitled to the subscription rights distribution;
| ● | the price, if any, for the subscription rights;
| ● | the exercise price payable for the common stock, depositary shares or other securities upon the exercise of the subscription right;
| ● | the number of subscription rights issued to each security holder;
| ● | the amount of common stock, depositary shares or other securities that may be purchased per each subscription right;
| ● | any provisions for adjustment of the amount of securities receivable upon exercise of the subscription rights or of the exercise price of the subscription rights;
| ● | the extent to which the subscription rights are transferable;
| ● | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
| ● | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;
| ● | the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights;
| ● | any applicable federal income tax considerations; and
| ● | any other terms of the subscription rights, including the terms, procedures and limitations relating to the transferability, exchange and exercise of the subscription rights.

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DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts obligating holders to purchase from us, and us to sell to the holders, a specified number, or amount, of securities at a future date or dates. The purchase contracts may be issued separately or as part of units consisting of a purchase contract and an underlying security covered by this prospectus, U.S. Treasury security or other U.S. government or agency obligation. The holder of the unit may be required to pledge the security, U.S. Treasury security or other U.S. government or agency obligation to secure its obligations under the purchase contract.

If purchase contracts are offered, the prospectus supplement will specify the material terms of the purchase contracts, the units and any applicable pledge or depository arrangements, including one or more of the following:

| ● | the stated amount that a holder will be obligated to pay under the purchase contract in order to purchase the underlying security;
| ● | the settlement date or dates on which the holder will be obligated to purchase the underlying security and whether the occurrence of any events may cause the settlement date to occur on an earlier date and the terms on which any early settlement would occur;
| ● | the events, if any, that will cause our obligations and the obligations of the holder under the purchase contract to terminate;
| ● | the settlement rate, which is a number that, when multiplied by the stated amount of a purchase contract, determines the number, or amount, of securities that we will be obligated to sell and a holder will be obligated to purchase under that purchase contract upon payment of the stated amount of that purchase contract;
| ● | whether the purchase contracts will be issued separately or as part of units consisting of a purchase contract and an underlying security with an aggregate principal amount or liquidation amount equal to the stated amount;
| ● | the type of security, if any, that is pledged by the holder to secure its obligations under a purchase contract;
| ● | the terms of the pledge arrangement relating to the security, including the terms on which distributions or payments of interest and principal on the security will be retained by a collateral agent, delivered to us or be distributed to the holder; and
| ● | the amount of the contract fee, if any, that may be payable by us to the holder or by the holder to us, the date or dates on which the contract fee will be payable and the extent to which we or the holder, as applicable, may defer payment of the contract fee on those payment dates.

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DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue units consisting of one or more shares of common stock, warrants, subscription rights, purchase contracts, or any combination of such securities. The applicable prospectus supplement will describe:

| ● | the securities comprising the units, including whether and under what circumstances the securities comprising the units may be separately traded;
| ● | the terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the units; and
| ● | a description of the provisions for the payment, settlement, transfer or exchange of the units.

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GLOBAL SECURITIES

We may issue warrants, purchase contracts and units of any series in the form of one or more fully registered global securities that will be deposited with a depositary or with a nominee for a depositary and registered in the name of the depositary or its nominee. In that case, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of outstanding registered securities of the series to be represented by such global securities. Unless and until the depositary exchanges a global security in whole for securities in definitive registered form, the global security may not be transferred except as a whole by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or any of its nominees to a successor of the depositary or a nominee of such successor.

The specific terms of the depositary arrangement with respect to any portion of a series of securities to be represented by a global security will be described in the prospectus supplement relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a global security will be limited to persons that have accounts with the depositary for such global security known as “participants” or persons that may hold interests through such participants.

Upon the issuance of a global security, the depositary for such global security will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities represented by the global security beneficially owned by the participants. The accounts to be credited shall be designated by any dealers, underwriters or agents participating in the distribution of such securities.

Ownership of beneficial interests in such global security will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by the depositary for such global security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in global securities.

So long as the depositary for a global security, or its nominee, is the registered owner of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the securities represented by such global security for all purposes under the applicable warrant agreement, purchase contract or unit agreement. Except as set forth below, owners of beneficial interests in a global security will not be entitled to have the securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of such securities in definitive form and will not be considered the owners or holders thereof under the applicable warrant agreement, purchase contract or unit agreement. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary for the global security and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the applicable warrant agreement, purchase contract or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the applicable warrant agreement, purchase contract or unit agreement, the depositary for such global security would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners holding through them.

Any payments to holders with respect to warrants, purchase contracts or units represented by a global security registered in the name of a depositary or its nominee will be made to such depositary or its nominee, as the case may be, as the registered owner of such global security. None of us, the warrant agents, the unit agents or any of our other agents, agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in such global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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Any payments to holders with respect to warrants, purchase contracts or units represented by a global security registered in the name of a depositary or its nominee will be made to such depositary or its nominee, as the case may be, as the registered owner of such global security. None of us, the warrant agents, the unit agents or any of our other agents, agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in such global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that the depositary for any securities represented by a global security, or its nominee, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or commodities to holders in respect of such global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in such global security as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

If the depositary for any securities represented by a global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and we do not appoint a successor depositary registered as a clearing agency under the Exchange Act within 90 days, we will issue such securities in definitive form in exchange for such global security. In addition, we may at any time and in our sole discretion determine not to have any of the securities of a series represented by one or more global securities and, in such event, will issue securities of such series in definitive form in exchange for all of the global security or securities representing such securities. Any securities issued in definitive form in exchange for a global security will be registered in such name or names as the depositary shall instruct the relevant warrant agent or other relevant agent of ours. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in such global security.

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PLAN OF DISTRIBUTION

We may sell our securities from time to time through underwriters, dealers or agents or directly to purchasers, in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. We may also sell our securities upon the exercise of subscription rights that may be distributed to security holders. We may use these methods in any combination.

We will describe the terms of the offering of the securities in a prospectus supplement, information incorporated by reference or any related free writing prospectus, including:

| ● | the name or names of any underwriters, if any;
| ● | the purchase price of the securities and the proceeds we will receive from the sale;
| ● | any underwriting discounts and other items constituting underwriters’ compensation;
| ● | any initial public offering price;
| ● | any discounts or concessions allowed or reallowed or paid to dealers; and
| ● | any securities exchange or market on which the securities may be listed.

Only underwriters we name in the prospectus supplement, information incorporated by reference or related free writing prospectus are underwriters of the securities offered thereby.

The distribution of securities may be effected, from time to time, in one or more transactions, including:

| ● | block transactions (which may involve crosses) and transactions on the OTCQB or any other organized market where the securities may be traded;
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;
| ● | ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
| ● | sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and
| ● | sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

By Underwriters

We may use an underwriter or underwriters in the offer or sale of our securities.

| ● | If we use an underwriter or underwriters, the offered securities will be acquired by the underwriters for their own account.
| ● | We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the prospectus supplement.
| ● | The underwriters will use this prospectus and the prospectus supplement to sell our securities.

We may also sell securities pursuant to one or more standby agreements with one or more underwriters in connection with the call, redemption or exchange of a specified class or series of any of our outstanding securities. In a standby agreement, the underwriter or underwriters would agree either:

| ● | to purchase from us up to the number of shares of common stock that would be issuable upon conversion or exchange of all the shares of the class or series of our securities at an agreed price per share of common stock; or

| ● | to purchase from us up to a specified dollar amount of offered securities at an agreed price per offered security, which price may be fixed or may be established by formula or other method and which may or may not relate to market prices of our common stock or any other outstanding security.

The underwriter or underwriters would also agree, if applicable, to convert or exchange any securities of the class or series held or purchased by the underwriter or underwriters into or for our common stock or other security.

The underwriter or underwriters may assist in the solicitation of conversions or exchanges by holders of the class or series of securities.

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By Dealers

We may use a dealer to sell our securities.

| ● | If we use a dealer, we, as principal, will sell our securities to the dealer.
| ● | The dealer will then resell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.
| ● | We will include the name of the dealer and the terms of our transactions with the dealer in the prospectus supplement.

If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

By Agents

We may designate agents to solicit offers to purchase our securities.

| ● | We will name any agent involved in offering or selling our securities and any commissions that we will pay to the agent in the prospectus supplement.
| ● | Unless we indicate otherwise in the prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.
| ● | Our agents may be deemed to be underwriters under the Securities Act of any of our securities that they offer or sell.

By Delayed Delivery Contracts

We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts.

| ● | If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.
| ● | These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement.
| ● | We will indicate in the prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive.

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Direct Sales

We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors, including our affiliates. We will describe the terms of our direct sales in the prospectus supplement. We may also sell our securities upon the exercise of rights which we may issue.

General Information

Underwriters, dealers and agents that participate in the distribution of our securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive and any profit they make on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in a prospectus supplement. We may indemnify agents, underwriters, and dealers against certain civil liabilities, including liabilities under the Securities Act, or make contributions to payments they may be required to make relating to those liabilities. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

Each series of securities offered by this prospectus (other than common stock) may be a new issue of securities with no established trading market. Any underwriters to whom securities offered by this prospectus are sold by us for public offering and sale may make a market in the securities offered by this prospectus, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any securities offered by this prospectus.

Representatives of the underwriters through whom our securities are sold for public offering and sale may engage in over-allotment, stabilizing transactions, syndicate short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the offered securities so long as the stabilizing bids do not exceed a specified maximum.

Syndicate covering transactions involve purchases of the offered securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the representative of the underwriters to reclaim a selling concession from a syndicate member when the offered securities originally sold by such syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the offered securities to be higher than it would otherwise be in the absence of such transactions. These transactions may be effected on a national securities exchange and, if commenced, may be discontinued at any time. Underwriters, dealers and agents may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course of business.

Fees and Commissions

In compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement or other offering materials; however, it is anticipated that the maximum commission or discount to be received in any particular offering of securities will be less than this amount.

If 5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.

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LEGAL MATTERS

Certain legal matters in connection with the securities offered hereby will be passed on for us by Conner & Winters, LLP, Tulsa, Oklahoma, and Porter Hedges LLP, Houston, Texas. Any underwriters will be advised about other issues relating to any offering by their own legal counsel. As of the date of this prospectus, attorneys at Conner & Winters, LLP owned 340,842 shares of our common stock.

EXPERTS

Our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2020, have been audited by HoganTaylor LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The audited statements of revenues and operating expenses of the oil and natural gas properties acquired by Empire Petroleum Corporation on May 14, 2021 from XTO Holdings, LLC for the years ended December 31, 2020 and 2019 included as Exhibit 99.1 to Form 8-K/A filed by Empire Petroleum Corporation with the SEC on July 30, 2021 and August 23, 2021 and incorporated by reference in this prospectus in the registration statement have been so incorporated by reference in reliance upon the report of Moss Adams LLP, independent public accountants, upon the authority of said firm as experts in accounting and auditing.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, DATED OCTOBER 28, 2021

PROSPECTUS

EMPIRE PETROLEUM CORPORATION

21,360,165 Shares of Common Stock

This prospectus relates to the offer and resale by the selling stockholders identified in this prospectus of up to 21,360,165 shares of our common stock.

The selling stockholders identified in this prospectus (which term as used in this prospectus includes their respective partners, pledgees, donees (including charitable organizations), transferees or other successors-in-interest) may offer this common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

Our common stock is quoted on the OTCQB under the symbol “EMPR.” The last reported sale price of our common stock on October 25, 2021 was $2.43 per share.

Investing in our securities involves significant risks that are described in the “Risk Factors” section beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2021.

Table of Contents

| Page
ABOUT THIS PROSPECTUS | 1
EMPIRE PETROLEUM CORPORATION | 2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2
WHERE YOU CAN FIND MORE INFORMATION | 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 3
RISK FACTORS | 4
USE OF PROCEEDS | 4
DESCRIPTION OF CAPITAL STOCK | 5
SELLING STOCKHOLDERS | 6
PLAN OF DISTRIBUTION | 11
LEGAL MATTERS | 13
EXPERTS | 13

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission, utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholders named in this prospectus or any supplement to this prospectus may sell from time to time the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities the selling stockholders may offer. To the extent appropriate, we may provide a prospectus supplement that contains specific information about the terms of the offering. A prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. You should read both this prospectus and any prospectus supplement together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Documents By Reference” and the additional information described under the heading “Where You Can Find More Information,” before buying any of the securities being offered.

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized anyone to provide you with additional or different information. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted.

Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus and any prospectus supplement. We have filed and plan to continue to file other documents with the Commission that contain information about us and our business. Also, we will file legal documents that control the terms of the securities offered by this prospectus as exhibits to the reports that we file with the Commission. The registration statement and other reports can be read at the Commission website or at the Commission offices mentioned under the heading “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

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EMPIRE PETROLEUM CORPORATION

We are an oil and natural gas producer with producing properties located in New Mexico, Louisiana, Texas, North Dakota, and Montana. As of the date of this prospectus, the properties produce approximately 50,000 net barrels of oil equivalent (Boe) per month.

As used in this prospectus, the terms “we,” “us” and “our” mean Empire Petroleum Corporation, a Delaware corporation, and its subsidiaries and predecessors, unless the context indicates otherwise. Our principal executive office is located at 2200 S. Utica Place, Suite 150, Tulsa, Oklahoma 74114, and our phone number is (539) 444-8002.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this prospectus, our filings with the Commission and our public releases include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Commission. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of us and our subsidiaries to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.

| · | our limited financial resources and need for additional capital;

| · | the continued impact of the COVID-19 pandemic on our business and results of operation

| · | the costs expected to be incurred in exploration and development;

| · | our substantial indebtedness;

| · | unforeseen engineering, mechanical or technological difficulties in drilling wells;

| · | uncertainty of exploration results;

| · | operating hazards;

| · | the geographic concentration of our properties;

| · | competition from other natural resource companies;

| · | the fluctuations of prices for oil and gas;

| · | our ability to use our net operating loss carryforwards

| · | our estimate of reserves;

| · | the sufficiency of our insurance coverage;

| · | the effects of governmental and environmental regulation;

| · | the effectiveness of our disclosure controls and procedures; and

| · | general economic conditions.

The forward-looking statements contained in or incorporated by reference into this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including:

Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us.

In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Risk Factors” included elsewhere in this prospectus and in the documents that we include in or incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and our subsequent Commission filings. All forward-looking statements speak only as of the date they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and, file reports, proxy statements and other information with the Commission as required by the Exchange Act. These reports, proxy statements and other information can be inspected and copied at the Commission’s Public Reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. We maintain a website at www.empirepetroleumcorp.com. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute part of this prospectus.

We have filed a registration statement with the Commission on Form S-3 (including any amendments thereto, known as the registration statement) under the Securities Act with respect to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. You may refer to the registration statement and the exhibits and schedules thereto for more information about the offered securities and us. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete and, in each instance, reference is hereby made to the copy of such contract or document so filed. Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have previously been filed by us with the Commission under the Exchange Act, are incorporated herein by reference:

| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 31, 2021 (File No. 001-16653);
| ● | Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 and June 30, 2021, filed with the Commission on May 17, 2021 and August 23, 2021 (File No. 001-16653);
| ● | Our Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired on May 14, 2021 from XTO Holdings, LLC for the years ended December 31, 2020 and 2019, included in the Current Reports on Form 8-K filed with the Commission on July 30, 2021 and August 23, 2021 (File No. 001-16653); and
| ● | Our Current Reports on Form 8-K, filed with the Commission on January 6, 2021, March 15, 2021, April 1, 2021, April 27, 2021, April 29, 2021, May 17, 2021, May 18, 2021, May 20, 2021, July 30, 2021, August 4, 2021, August 23, 2021, August 24, 2021, October 5, 2021, October 21, 2021 and October 22, 2022 (File No. 001-16653) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K).

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit) after the date of the initial registration statement and prior to the effectiveness of the registration statement and after the date of this prospectus and prior to the termination of each offering under this prospectus shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

This prospectus incorporates documents by reference that are not delivered with the prospectus. Copies of these documents, other than the exhibits to the documents (unless such exhibits are specifically incorporated by reference in such documents), are available upon written or oral request, at no charge, from us. Requests for such copies should be directed to Empire Petroleum Corporation, 2200 S. Utica Place, Suite 150, Tulsa, Oklahoma 74114, Attention: Michael Morrisett, telephone number: (539) 444-8002.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020, and our subsequent Commission filings, in evaluating an investment in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment. When the selling stockholders offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.

USE OF PROCEEDS

We will not receive any of the proceeds from the resale of the shares of common stock included in this prospectus. We will, however, receive proceeds from the exercise of the warrants held by the selling stockholders. Each warrant, when exercised, will entitle the holder to receive a certain number of shares at an initial exercise price of $0.50 per share. Therefore, if all of the outstanding warrants registered hereby are exercised at the initial exercise price, we will receive gross proceeds of approximately $2,551,165. Any proceeds received by us from the exercise of the warrants will be used for general corporate purposes, which may include capital expenditures, debt service and working capital. The selling stockholders named in this prospectus will pay any underwriting fees, discounts and commissions, along with certain of the selling stockholders’ out-of-pocket expenses, incurred in connection with their sale of shares registered under this prospectus. We will bear all other costs, fees and expenses incurred by us, or by the selling stockholders, in effecting the registration, offer and sale of the shares covered by this prospectus.

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DESCRIPTION OF CAPITAL STOCK

The total number of shares of all classes of stock that we have authority to issue is 150,000,000 shares of common stock, par value $.001 per share. We had 74,323,764 shares of common stock outstanding as of October 25, 2021.

In the discussion that follows, we have summarized selected provisions of our articles of incorporation and our bylaws relating to our capital stock. You should read our articles of incorporation and bylaws as currently in effect for more details regarding the provisions we describe below and for other provisions that may be important to you. We have filed copies of those documents with the SEC, and they are incorporated by reference as exhibits to the registration statement. Please read “Where You Can Find More Information.”

Common Stock

Our outstanding shares of common stock are fully paid and nonassessable. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities.

Voting Rights

The holders of shares of common stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of common stock do not have cumulative voting rights with respect to the election of directors or as to any other matter to be voted upon by the holders of common stock. Our Bylaws may be amended by our board of directors without the vote or consent of the holders of our common stock or by vote or consent of the holders of our common stock.

Dividend and Liquidation Rights

Holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors in its discretion from funds legally available. In the event of our liquidation, dissolution, or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. Our credit agreement limits the amount of cash dividends that we can pay on our common stock.

Diminution of Rights of Common Stock

Our Certificate of Incorporation does not currently authorize the issuance of preferred stock. The voting, dividend, and liquidation rights of the holders of our common stock could be materially adversely diminished by the terms of any series of preferred stock that may be authorized for issue in the future pursuant to an amendment of the Certificate of Incorporation.

Anti-Takeover Provisions

Provisions of the Delaware General Corporation Law (“DGCL”) may delay, defer, or prevent a change of control of us. The DGCL provides certain restrictions on business combinations involving interested parties. Under the DGCL, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. The board of directors could rely on this provision of the DGCL to prevent or delay an acquisition of us.

Listing

Our common stock is listed for quotation on the OTCQB under the symbol “EMPR.”

Transfer Agent and Registrar

Securities Transfer Corporation is transfer agent and registrar for our common stock.

-5-

SELLING STOCKHOLDERS

The following table sets forth information relating to the selling stockholders’ beneficial ownership of our shares as of October 25, 2021. This prospectus covers the offering for resale from time to time of up to 21,360,165 shares owned by the selling stockholders. As used in this prospectus, “selling stockholders” includes partners, pledgees, donees (including charitable organizations), transferees or other successors-in-interest selling shares received from a named selling stockholder after the date of this prospectus.

The selling stockholders acquired their shares of common stock from us in various private placements. Certain of the shares were acquired upon exercise or conversion of warrants or convertible notes that were issued in such private placements.

No offer or sale under this prospectus may be made by a stockholder unless that holder is listed in the table below, in a supplement to this prospectus or in an amendment to the related registration statement that has become effective under the Securities Act. We will supplement or amend this prospectus to include additional selling stockholders upon request and upon provision of all required information to us.

The following table and related footnotes set forth:

| ● | the name of each selling stockholder;
| ● | if different, the name of the natural person(s) who exercise(s) sole/shared voting and/or investment power with respect to the shares;
| ● | the number of our shares beneficially owned by such stockholder prior to the offering;
| ● | the number being offered for the stockholder’s account; and
| ● | the number to be owned by such stockholder after completion of the offering (assuming the sale of all shares offered by this prospectus).

Unless otherwise indicated, none of the selling stockholders is a broker-dealer registered under Section 15 of the Exchange Act, or an affiliate of a broker-dealer registered under Section 15 of the Exchange Act.

We prepared the table based on information supplied to us by the selling stockholders. The percentages of shares beneficially owned and being offered are based on the 74,323,764 shares of common stock that were outstanding as of October 25, 2021, unless otherwise stated in the footnotes to the table below. Other information about the selling stockholders may also change over time.

-6-

|  | Common Stock Beneficially Owned Prior to Offering |  |  | Number of Shares Which May |  |  | Common Stock Beneficially Owned After this Offering(1) |
Selling Stockholder |  | Number |  |  | Percent% |  |  | be Sold in This Offering |  |  | Number |  |  | Percent% |
Anna Gump (2) |  |  | 30,000 |  |  |  | * |  |  |  | 30,000 |  |  |  | 0 |  |  |  | * |
Asian Oil and Gas Pte. Ltd. (3) |  |  | 275,000 |  |  |  | * |  |  |  | 175,000 |  |  |  | 100,000 |  |  |  | * |
Benno G. Rothschild, Jr. |  |  | 500,395 |  |  |  | * |  |  |  | 20,395 |  |  |  | 480,000 |  |  |  | * |
Bernard Meldrum (4) |  |  | 360,000 |  |  |  | * |  |  |  | 360,000 |  |  |  | 0 |  |  |  | * |
Bruce Hendry 2012 Irrev. Trust (5) |  |  | 243,156 |  |  |  | * |  |  |  | 163,156 |  |  |  | 80,000 |  |  |  | * |
Charles Walden (6) |  |  | 87,653 |  |  |  | * |  |  |  | 75,000 |  |  |  | 12,653 |  |  |  | * |
Chiate Investments II LLC (7) |  |  | 364,734 |  |  |  | * |  |  |  | 244,734 |  |  |  | 120,000 |  |  |  | * |
Chiate Venice, LLC (8) |  |  | 1,428,572 |  |  |  | 1.9221% |  |  |  | 1,428,572 |  |  |  | 0 |  |  |  | * |
Christian Vinson (9) |  |  | 2,535,000 |  |  |  | 3.4108% |  |  |  | 1,885,000 |  |  |  | 650,000 |  |  |  | * |
Cindy Meitzen (10) |  |  | 30,000 |  |  |  | * |  |  |  | 30,000 |  |  |  | 0 |  |  |  | * |
Darren Chng (11) |  |  | 72,074 |  |  |  | * |  |  |  | 60,000 |  |  |  | 12,074 |  |  |  | * |
Dave B. Lasco (12) |  |  | 30,000 |  |  |  | * |  |  |  | 30,000 |  |  |  | 0 |  |  |  | * |
David B Lasco Revocable Trust, David Bazzel Lasco TTEE UA DTD 06/04/2006 (13) |  |  | 79,900 |  |  |  | * |  |  |  | 30,000 |  |  |  | 49,900 |  |  |  | * |
David R. Moran (14) |  |  | 145,470 |  |  |  | * |  |  |  | 120,000 |  |  |  | 25,470 |  |  |  | * |
David Vance |  |  | 91,880 |  |  |  | * |  |  |  | 60,000 |  |  |  | 31,880 |  |  |  | * |
Energy Evolution Master Fund, Ltd (15) |  |  | 17,250,208 |  |  |  | 23.2095% |  |  |  | 1,555,000 |  |  |  | 15,695,208 |  |  |  | 21.1173% |
Eugene Sweeney (16) |  |  | 147,000 |  |  |  | * |  |  |  | 120,000 |  |  |  | 27,000 |  |  |  | * |
George Cammon (17) |  |  | 60,000 |  |  |  | * |  |  |  | 60,000 |  |  |  | 0 |  |  |  | * |
George Markleson |  |  | 1,446,803 |  |  |  | 1.9466% |  |  |  | 1,346,803 |  |  |  | 100,000 |  |  |  | * |
Gerard Jacquin |  |  | 2,625,000 |  |  |  | 3.5318% |  |  |  | 2,000,000 |  |  |  | 625,000 |  |  |  | * |
Gernel Ltd. (18) |  |  | 770,000 |  |  |  | 1.0360% |  |  |  | 620,000 |  |  |  | 150,000 |  |  |  | * |
Global Oil and Gas, Ltd. (19) |  |  | 260,000 |  |  |  | * |  |  |  | 210,000 |  |  |  | 50,000 |  |  |  | * |
Han-Fan Lee (20) |  |  | 180,000 |  |  |  | * |  |  |  | 180,000 |  |  |  | 0 |  |  |  | * |
Jace Mulacek (21) |  |  | 60,000 |  |  |  | * |  |  |  | 60,000 |  |  |  | 0 |  |  |  | * |
Jacques Faust (22) |  |  | 152,515 |  |  |  | * |  |  |  | 120,000 |  |  |  | 32,515 |  |  |  | * |
Jeff Rubio (23) |  |  | 18,700 |  |  |  | * |  |  |  | 15,000 |  |  |  | 3,700 |  |  |  | * |
John Bergendahl (24) |  |  | 105,750 |  |  |  | * |  |  |  | 90,000 |  |  |  | 15,750 |  |  |  | * |
Kyle Ellicott (25) |  |  | 14,286 |  |  |  | * |  |  |  | 14,286 |  |  |  | 0 |  |  |  | * |
Lasco Holdings, David B. Lasco, Manager (26) |  |  | 72,100 |  |  |  | * |  |  |  | 30,000 |  |  |  | 42,100 |  |  |  | * |
Lea Trust dtd April 9, 2021 (27) |  |  | 1,200,000 |  |  |  | 1.6146% |  |  |  | 1,200,000 |  |  |  | 0 |  |  |  | * |
Leon Phan (28) |  |  | 33,679 |  |  |  | * |  |  |  | 30,000 |  |  |  | 3,679 |  |  |  | * |
Marc Vinson (29) |  |  | 1,120,000 |  |  |  | 1.5069% |  |  |  | 720,000 |  |  |  | 400,000 |  |  |  | * |
Melinda Roe (30) |  |  | 60,000 |  |  |  | * |  |  |  | 60,000 |  |  |  | 0 |  |  |  | * |
Michael Greene (31) |  |  | 35,250 |  |  |  | * |  |  |  | 30,000 |  |  |  | 5,250 |  |  |  | * |
Michelle Vinson (32) |  |  | 213,000 |  |  |  | * |  |  |  | 160,000 |  |  |  | 53,000 |  |  |  | * |
Olen Overstreet (33) |  |  | 33,808 |  |  |  | * |  |  |  | 30,000 |  |  |  | 3,808 |  |  |  | * |
Palermo Trust dtd 6/14/83 (34) |  |  | 536,000 |  |  |  | * |  |  |  | 286,000 |  |  |  | 250,000 |  |  |  | * |
Pany Yang (35) |  |  | 30,000 |  |  |  | * |  |  |  | 30,000 |  |  |  | 0 |  |  |  | * |
Paul Warren |  |  | 571,428 |  |  |  | * |  |  |  | 571,428 |  |  |  | 0 |  |  |  | * |
Pei Ni Lim (36) |  |  | 35,000 |  |  |  | * |  |  |  | 30,000 |  |  |  | 5,000 |  |  |  | * |
Pierre Mulacek (37) |  |  | 70,000 |  |  |  | * |  |  |  | 60,000 |  |  |  | 10,000 |  |  |  | * |
Shirlene Foo (38) |  |  | 46,200 |  |  |  | * |  |  |  | 30,000 |  |  |  | 16,200 |  |  |  | * |
Sterling Mulacek (39) |  |  | 2,011,647 |  |  |  | 2.7066% |  |  |  | 1,706,572 |  |  |  | 305,075 |  |  |  | * |
Sterling Mulacek Trust (40) |  |  | 715,000 |  |  |  | * |  |  |  | 665,000 |  |  |  | 50,000 |  |  |  | * |
Sugarland, LLC (41) |  |  | 45,000 |  |  |  | * |  |  |  | 45,000 |  |  |  | 0 |  |  |  | * |
T William Merrill |  |  | 838,800 |  |  |  | 1.1286% |  |  |  | 800,000 |  |  |  | 38,800 |  |  |  | * |
Terry Gilsenan (42) |  |  | 60,000 |  |  |  | * |  |  |  | 60,000 |  |  |  | 0 |  |  |  | * |
The Charlee Lochridge Cox Dynasty Trust (43) |  |  | 2,856,000 |  |  |  | 3.8426% |  |  |  | 2,856,000 |  |  |  | 0 |  |  |  | * |
Thomas C. Pritchard (44) |  |  | 342,858 |  |  |  | * |  |  |  | 342,858 |  |  |  | 0 |  |  |  | * |
Urban Live, LLC (45) |  |  | 33,400 |  |  |  | * |  |  |  | 30,000 |  |  |  | 3,400 |  |  |  | * |
Wai Shaun Lee (46) |  |  | 17,216 |  |  |  | * |  |  |  | 15,000 |  |  |  | 2,216 |  |  |  | * |
Whitney Chiate (47) |  |  | 346,503 |  |  |  | * |  |  |  | 326,503 |  |  |  | 20,000 |  |  |  | * |
William Chris Mathers (48) |  |  | 142,858 |  |  |  | * |  |  |  | 142,858 |  |  |  | 0 |  |  |  | * |

-7-

*Less than one percent.

(1) | Assumes that the selling stockholders will sell all of the common stock offered pursuant to this prospectus.
(2) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(3) | Christian Vinson is the director of Asian Oil and Gas Pte. Ltd with voting and investment control over the shares of common stock to be sold in this offering. The business address of Asian Oil and Gas Pte. Ltd. is 350 Orchard Road, Shaw House #15-08/10, Singapore 238868.
(4) | Includes 180,000 shares of common stock which are underlying warrants currently exercisable.
(5) | Sawmill Trust Company, as Trustee, and Jessica Beavers, its Trust Officer, has voting and investment control over the shares of common stock to be sold in this offering. The business address of Bruce Hendry 2012 Irrev. Trust is 222 South Main Ave, Sioux Falls, South Dakota 57104.
(6) | Includes 37,500 shares of common stock which are underlying warrants currently exercisable.
(7) | Gregory Chiate has voting and investment control over the shares of common stock to be sold in this offering. The business address of Chiate Investments II LLC is 100B Shoreline Hwy, Suite B280, Mill Valley, California 94941.
(8) | Gregory Chiate has voting and investment control over the shares of common stock to be sold in this offering. The business address of Chiate Venice, LLC is 100B Shoreline Hwy, Suite B280, Mill Valley, California 94941. Includes 714,286 shares of common stock which are underlying warrants currently exercisable.
(9) | Includes 60,000 shares of common stock which are underlying warrants currently exercisable.
(10) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(11) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(12) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(13) | David Lasco has voting and investment control over the shares of common stock to be sold in this offering. The business address of David B Lasco Revocable Trust, David Bazzel Lasco TTEE UA DTD 06/04/2006 is 8277 Lakeview Ct., Crown Point, Indiana 46307. Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(14) | Includes 60,000 shares of common stock which are underlying warrants currently exercisable.
(15) | Phil Mulacek, Sterling Mulacek and Mason Matschke are the managers of E2 Investment Advisors, LLC, which is the investment manager for Energy Evolution Master Fund, Ltd. and has voting and investment control over the shares of common stock to be sold in this offering. The business address of Energy Evolution Master Fund, Ltd. is 25025 I-45 N, Ste. 420, The Woodlands, Texas 77380. Shares owned beneficially prior to this offering, but not included in the shares offered hereby, includes 2,000,000 shares of common stock which are underlying warrants currently exercisable.
(16) | Includes 60,000 shares of common stock which are underlying warrants currently exercisable.
(17) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(18) | Gerard Jacquin is the director of Gernel Ltd and has voting and investment control over the shares of common stock to be sold in this offering. The business address of Gernel Ltd is 28 Kim Tian road, Twin Regency #30-05, Singapore 169278.
(19) | Christian Vinson in the director of Global Oil & Gas Ltd has voting and investment control over the shares of common stock to be sold in this offering. The business address of Global Oil & Gas Ltd is 350 Orchard Road, Shaw House #15-08/10, Singapore 238868.

-8-

(20) | Includes 120,000 shares of common stock which are underlying warrants currently exercisable
(21) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(22) | Includes 60,000 shares of common stock which are underlying warrants currently exercisable.
(23) | Includes 7,500 shares of common stock which are underlying warrants currently exercisable.
(24) | Includes 45,000 shares of common stock which are underlying warrants currently exercisable.
(25) | Includes 7,143 shares of common stock which are underlying warrants currently exercisable.
(26) | David Lasco has voting and investment control over the shares of common stock to be sold in this offering. The business address of Lasco Holdings, David B. Lasco, Manager is 8277 Lakeview Ct., Crown Point, Indiana 46307. Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(27) | T. William Merrill, as Trustee, has voting and investment control over the shares of common stock to be sold in this offering. The address of Lea Trust dtd April 9, 2021 is 3293 Elk Cover Street, Las Vegas, Nevada 89135.
(28) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(29) | Includes 60,000 shares of common stock which are underlying warrants currently exercisable.
(30) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(31) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(32) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(33) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(34) | Jim Barnes has voting and investment control over the shares of common stock to be sold in this offering. The business address of Palermo Trust dtd 6/14/83 is 11245 Stardust Drive, Las Vegas, Nevada 89135. Includes 143,000 shares of common stock which are underlying warrants currently exercisable.
(35) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(36) | Includes 13,400 shares of common stock which are underlying warrants currently exercisable.
(37) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(38) | Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(39) | Includes 315,786 shares of common stock which are underlying warrants currently exercisable.

-9-

(40) | Michelle Vinson has voting and investment control over the shares of common stock to be sold in this offering. The business address of Sterling Mulacek Trust, dated January 2, 2001 is 25025 I-45 N, Ste. 420, The Woodlands, Texas 77380.
(41) | Amy Nichols has voting and investment control over the shares of common stock to be sold in this offering. The business address of Sugarland, LLC is 1835 Woodland Field Crossing #302, The Woodlands, Texas 77380. Includes 22,500 shares of common stock which are underlying warrants currently exercisable.
(42) | Includes 30,000 shares of common stock which are underlying warrants currently exercisable.
(43) | Craig L. Sanders, as Trustee, has voting and investment control over the shares of common stock to be sold in this offering. The business address of The Charlee Lochridge Cox Dynasty Trust is 4514 Cole Avenue, Suite 1175, Dallas, Texas 75205. Includes 1,428,000 shares of common stock which are underlying warrants currently exercisable.
(44) | Includes 171,429 shares of common stock which are underlying warrants currently exercisable.
(45) | Eric Urban has voting and investment control over the shares of common stock to be sold in this offering. The business address of Urban Live, LLC is 11806 Legend Manor, Houston, Texas 77082. Includes 15,000 shares of common stock which are underlying warrants currently exercisable.
(46) | Includes 7,500 shares of common stock which are underlying warrants currently exercisable.
(47) | Includes 142,857 shares of common stock which are underlying warrants currently exercisable.
(48) | Includes 71,429 shares of common stock which are underlying warrants currently exercisable.

-10-

PLAN OF DISTRIBUTION

The selling stockholders and any of their partners, pledgees, donees (including charitable organizations), transferees or other successors-in-interest may, from time to time, sell any or all of their shares of common stock offered by this prospectus on the OTCQB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, the prevailing market prices or negotiated prices. The selling stockholders may use any one or more of the following methods when selling such shares:

| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
| ● | block trades (which may involve crosses) in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
| ● | any exchange distribution in accordance with the rules of the applicable exchange;
| ● | sales in the over-the-counter market;
| ● | underwritten transactions;
| ● | privately negotiated transactions;
| ● | settlement of short sales entered into after the effective date of the registration statement of which this prospectus forms a part;
| ● | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
| ● | a combination of any such methods of sale; or
| ● | any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of any agency transaction not in excess of a customary brokerage commission in compliance with Rule 2121 of the Financial Industry Regulatory Authority, or FINRA, and, in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.01-0.2.

In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on the registration statement of which this prospectus forms a part to cover short sales of our common stock made prior to the date such registration statement has been declared effective by the Commission.

-11-

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the partners, transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any underwriters, broker-dealers or agents that are involved in selling the shares may, under certain circumstances, be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such underwriters, broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. There is no underwriter or coordinating broker acting in connection with the proposed sale of the common stock by the selling stockholders.

Because a selling stockholder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible for complying with the applicable provisions of the Securities Act, and the rules and regulations thereunder promulgated, as applicable to such selling stockholders in connection with resales of their respective shares under the registration statement of which this prospectus forms a part. These provisions and regulations may limit the timing of purchases and sales of common stock by them and the marketability of such securities.

The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

We will pay all expenses of the registration of the shares of common stock including, without limitation, Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any.

-12-

LEGAL MATTERS

Certain legal matters in connection with the securities offered hereby will be passed on for us by Conner & Winters, LLP, Tulsa, Oklahoma, and Porter Hedges LLP, Houston, Texas. Any underwriters will be advised about other issues relating to any offering by their own legal counsel. As of the date of this prospectus, attorneys at Conner & Winters, LLP owned 340,842 shares of our common stock.

EXPERTS

Our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2020, have been audited by HoganTaylor LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The audited statements of revenues and operating expenses of the oil and natural gas properties acquired by Empire Petroleum Corporation on May 14, 2021 from XTO Holdings, LLC for the years ended December 31, 2020 and 2019 included as Exhibit 99.1 to Form 8-K/A filed by Empire Petroleum Corporation with the SEC on July 30, 2021 and August 23, 2021 and incorporated by reference in this prospectus in the registration statement have been so incorporated by reference in reliance upon the report of Moss Adams LLP, independent public accountants, upon the authority of said firm as experts in accounting and auditing.

-13-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses, all of which will be borne by us, in connection with the sale and distribution of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are estimates except for the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee |  | $ | 37,257 |
Accounting fees and expenses |  | $ | 15,000 |
Legal fees and expenses |  | $ | 50,000 |
Miscellaneous |  | $ | 7,743 |
Total |  | $ | 110,000 |

Item 15. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s certificate of incorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The Registrant’s certificate of incorporation provides that the Registrant will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The Registrant’s certificate of incorporation provides that the Registrant will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of the Registrant to procure a judgment in the Registrant’s favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, partner, employee or trustee or, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by the Registrant against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

The Registrant maintains a general liability insurance policy that covers certain liabilities of the Registrant’s directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

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Item 16. Exhibits.

Exhibit No. |  | Description of Exhibit
1.1 (1) |  | Form of Underwriting Agreement.
3.1 |  | 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).
3.2 |  | 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).
3.3 |  | 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).
4.1 |  | Specimen Stock Certificate.
4.2 (1) |  | Form of Warrant Agreement, including form of Warrant.
4.3 (1) |  | Form of Subscription Rights Agreement and Form Subscription Rights Certificate.
4.4 (1) |  | Form of Purchase Contract.
4.5 (1) |  | Form of Unit Agreement.
5.1 (2) |  | Opinion of Conner & Winters, LLP with respect to legality of the securities, including consent.
23.1 (2) |  | Consent of HoganTaylor LLP.
23.2 (2) |  | Consent of Moss Adams LLP.
23.3 (2) |  | Consent of Conner & Winters, LLP (included in Exhibit 5.1).
24.1 |  | Power of Attorney (contained in signature pages).

_______________

(1) | We will file as an exhibit to a current report on Form 8-K (i) any underwriting agreement relating to securities offered hereby, (ii) the instruments setting forth the terms of any warrants, subscription rights, purchase contracts or units, (iii) any additional required opinion of counsel as to the legality of the securities offered hereby, or (iv) any required opinion of counsel as to certain tax matters relative to securities offered hereby.
(2) | Filed herewith.

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Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tulsa, State of Oklahoma, on the 28th day of October, 2021.

| EMPIRE PETROLEUM CORPORATION
| By: | /s/ Michael Morrisett
|  | Michael Morrisett
|  | President

POWER OF ATTORNEY AND SIGNATURES

We the undersigned officers and directors of Empire Petroleum Corporation, hereby, severally constitute and appoint Thomas Pritchard and Michael Morrisett, each of them singly, our true and lawful attorneys with full power to them and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and any subsequent registration statement for the same offering which may be filed under Rule 462(b) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Empire Petroleum Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto or to any subsequent registration statement for the same offering which may be filed under Rule 462(b).

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature |  | Title |  | Date
/s/ Thomas Pritchard |  | Chief Executive Officer |  | October 28, 2021
Thomas Pritchard |  | and Director (Principal Executive Officer) |  |
/s/ Michael Morrisett |  | President and Director |  | October 28, 2021
Michael Morrisett |  | (Principal Financial Officer) |  |
/s/ Angela Baker |  | Chief Accounting Officer |  | October 28, 2021
Angela Baker |  | (Principal Accounting Officer) |  |
/s/ Anthony J. Kamin |  | Chairman of the Board |  | October 28, 2021
Anthony J. Kamin |  |  |  |
/s/ Mason Matschke |  | Director |  | October 28, 2021
Mason Matschke |  |  |  |
/s/ Phil E. Mulacek |  | Director |  | October 28, 2021
Phil E. Mulacek |  |  |  |
/s/ Benjamin J. Marchive II |  | Director |  | October 28, 2021
Benjamin J. Marchive II |  |  |  |

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