帝国石油公司美股招股说明书（2026年02月02日版本）

Empire Petroleum Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), is distributing at no charge to theholders of our common stock, par value $0.001 per share (“common stock”), as of the close of business, on February 2, 2026 (the“Record Date”), subscription rights to purchase up to 2,006,689 shares of common stock at $2.99 per whole share (the “subscriptionprice”) for an aggregate rights offering value of up to $6.0 million (the “rights offering”). Each stockholder will receive onesubscription right for each share of our common stock owned as of the Record Date. Each subscription right entitles the holder of thesubscription rights to purchase 0.057 shares of common stock at the subscription price (the “subscription rate”). As a result, astockholder must hold at least 18 shares of common stock to receive subscription rights to purchase at least one whole share at $2.99 The purpose of the rights offering is to raise equity capital in a process that provides all of our existing stockholders theopportunity to participate on a pro rata basis. The net proceeds will be used for current and future drilling and workover activity and The subscription rights will be distributed and exercisable beginning on the date hereof. The subscription rights will expire andwill have no value if they are not exercised prior to the expiration date of the rights offering, which is currently expected to be 5:00p.m. Eastern Time, on February 27, 2026 (the “Expiration Date”), unless we, in our sole discretion, extend the period for exercisingthe subscription rights. We will extend the duration of the rights offering as required by applicable law and may choose to extend the Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”) ownsapproximately 32.1% of our common stock outstanding prior to the rights offering. EEF has indicated its intent to participate in therights offering and fully subscribe to the shares of common stock corresponding to its subscription rights, as well as its intent to fully There is no minimum number of shares of common stock that we must sell in order to complete the rights offering. If youexercise your subscription rights in full, you will have an over-subscription right to purchase additional shares of common stock thatremain unsubscribed at the Expiration Date, subject to the availability and allocation of shares of common stock among stockholders We have not employed any brokers, dealers or underwriters in connection with the solicitation or exercise of rights in the rightsoffering and no commissions, fees or discounts will be paid in connection with the rights offering. Securities Transfer Corporation(“STC”) is acting as the subscription and information agent for the rights offering. STC is also transfer agent and registrar for ourcommon stock. While certain of our directors, officers and other employees may solicit responses from you, those directors, officers Our common stock is listed on the NYSE American (the “NYSEA”) under the symbol “EP.” On January 30, 2026, the lastreported sale price for our common stock on the NYSEA was $3.02 per share. An investment in our commonstockinvolves significant risks.These risks are described under “Risk Factors” beginningon page S-20 of this prospectus supplement and under similar headings in our filings with the Securities and Exchange Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a The date of this prospectus supplement is February 2, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filedwith the SEC, using a “shelf” registration process. We provide information to you about this offering in two separate documents thatare bound together: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) theaccompanying prospectus, which provides general information, some of which may not apply to this offering. Generally, unless thecontext indicates otherwise, when we refer to this “prospectus supplement,” we are referring to both documents combined. Ifinformation in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectussupplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later In making your investment decision, you should rely only on the information contained or incorporated by reference in thisprospectus supplement, in the accompanying prospectus and in any free writing prospectus with respect to this offering filed by uswith the SEC. We have not authorized any person to provide you with different or additional information. I