| CUSIP NO. 292034 20 4 | 13D | Page 2 of 6 pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Tony Kamin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
PF; OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
5,498,113* | |||||
| 8 | SHARED VOTING POWER | ||||
| 0 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
5,498,113* | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,498,113* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.0%* | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
*Includes 3,428,571 shares issuable upon the exercise of warrants and stock options.
| CUSIP NO. 292034 20 4 | 13D | Page 3 of 6 pages |
The securities to which this Schedule 13D relate are shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”).
The address of the Company’s principal executive office is 2200 S. Utica Place, Suite 150, Tulsa, OK 74114.
The residence address of Mr. Kamin is 619 Bluff Street, Glencoe IL 60022.
Mr. Kamin has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
Mr. Kamin has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Kamin is a citizen of the United States of America.
In 2015 and 2016, Mr. Kamin purchased 97,673 shares of the Company’s Common Stock in the open market through an entity controlled by him (“RLR Services Partnership”) using personal funds.
On February 15, 2015, Mr. Kamin purchased 120,000 shares of the Company’s Common Stock and a warrant to purchase 60,000 shares of Common Stock at an exercise price of $0.25 per share, which was immediately exercisable and expires on February 28, 2017, for an aggregate purchase price of $15,000 in a private placement by the Company through RLR Services Partnership using personal funds.
On December 23, 2016, Mr. Kamin purchased a convertible note convertible into 266,667 shares of the Company’s Common Stock and warrant to purchase 160,000 shares of Common Stock at an exercise price of $0.25 per share for an aggregate purchase price of $40,000 in a private placement by the Company through RLR Services Partnership using personal funds. Subsequent to December 23, 2016, the Company modified the note so it is convertible into 400,000 shares of the Company’s Common Stock and modified the warrant so it could be used to purchase 266,667 shares of Common Stock at an exercise price of $0.15 per share. On March 27, 2019, such warrant was exercised as further described below. On January 31, 2020, such note was converted as further described below.
On December 23, 2016, as compensation for serving on the Company’s Board of Directors, the Company authorized (1) the grant of a warrant to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.15 per share, which would be immediately exercisable and expires December 31, 2021, and (2) the grant of a warrant to purchase 1,500,000 shares of the Company’s Common Stock at an exercise price of $0.25 per share, which would be immediately exercisable and expires December 31, 2021. These warrants were not issued by the Company until December 1, 2017. On April 3, 2019, these warrants were amended to extend the expiration date from December 31, 2021 to April 2, 2029.
| CUSIP NO. 292034 20 4 | 13D | Page 4 of 6 pages |
On February 28, 2017, the warrant to purchase 60,000 shares of Common Stock at an exercise price of $0.25 per share described above expired.
On December 1, 2017, as compensation for serving on the Company’s Board of Directors, the Company authorized the grant of a warrant to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.25 per share, which would be immediately exercisable and expires December 31, 2021. On April 3, 2019, such warrant was amended to extend the expiration date from December 31, 2021 to April 2, 2029.
On December 1, 2017, Mr. Kamin purchased 140,000 shares of the Company’s Common Stock and warrant to purchase 140,000 shares of Common Stock at an exercise price of $0.15 per share, which was immediately exercisable and expires on December 31, 2019, for an aggregate purchase price of $14,000 in a private placement by the Company using personal funds. On March 27, 2019, such warrant was exercised with respect to 66,667 shares as further described below.
On January 10, 2018, Mr. Kamin purchased 250,000 shares of the Company’s Common Stock and warrant to purchase 250,000 shares of Common Stock at an exercise price of $0.15 per share, which was immediately exercisable and expires on December 31, 2019, for an aggregate purchase price of $25,000 in a private placement by the Company using personal funds.
On March 27, 2019, Mr. Kamin purchased 66,667 shares of the Company’s Common Stock through the exercise of a warrant at an exercise price of $0.15 per share, and RLR Services Partnership purchased 266,667 shares of the Company’s Common Stock through the exercise of a warrant at an exercise price of $0.15 per share. Both transactions were consummated using Mr. Kamin’s personal funds.
On December 31, 2019, the remaining portion (73,333 shares) of the warrant to purchase 140,000 shares of Common Stock at an exercise price of $0.15 per share described above that had not been exercised by Mr. Kamin expired.
On December 31, 2019, the warrant to purchase 250,000 shares of Common Stock at an exercise price of $0.25 per share described above expired.
On January 31, 2020, Mr. Kamin, through RLR Services Partnership, converted in full the convertible note for 400,000 shares of the Company’s Common Stock described above into 400,000 shares of Common Stock at a conversion price of $0.10 per share.
On December 31, 2020, as compensation for serving on the Company’s Board of Directors, the Company granted to Mr. Kamin under the Company’s 2019 Stock Option Plan a stock option to purchase 300,000 shares of the Company’s Common Stock at an exercise price of $0.35 per share, which was immediately exercisable and expires on April 2, 2029.
On March 30, 2021, Mr. Kamin through RLR Services Partnership purchased 100,000 shares of the Company’s Common Stock and warrant to purchase 100,000 shares of Common Stock at an exercise price of $0.50 per share, which was immediately exercisable and expires on December 31, 2022, for an aggregate purchase price of $35,000 in a private placement by the Company using personal funds. On May 3, 2021, Mr. Kamin through RLR Services Partnership purchased 100,000 shares of the Company’s Common Stock through the exercise of such warrant at an exercise price of $0.50 per share using personal funds.
On March 30, 2021, Mr. Kamin through an entity wholly owned by him (“Composite Resources LLC”) purchased 100,000 shares of the Company’s Common Stock and warrant to purchase 100,000 shares of Common Stock at an exercise price of $0.50 per share, which was immediately exercisable and expires on December 31, 2022, for an aggregate purchase price of $35,000 in a private placement by the Company using personal funds. On April 30, 2021, Mr. Kamin through Composite Resources LLC purchased 100,000 shares of the Company’s Common Stock through the exercise of such warrant at an exercise price of $0.50 per share using personal funds.
On March 30, 2021, Mr. Kamin through an entity controlled by him (“Alpha Nexus Partners”) purchased 228,571 shares of the Company’s Common Stock and warrant to purchase 228,571 shares of Common Stock at an exercise price of $0.50 per share, which was immediately exercisable and expires on December 31, 2022, for an aggregate purchase price of $80,000 in a private placement by the Company using personal funds. On May 4, 2021, Mr. Kamin through Alpha Nexus Partners purchased 100,000 shares of the Company’s Common Stock through the partial exercise of such warrant at an exercise price of $0.50 per share using personal funds.
| CUSIP NO. 292034 20 4 | 13D | Page 5 of 6 pages |
Mr. Kamin acquired and owns the shares of the Company’s Common Stock, as described herein, for investment purposes.
Mr. Kamin does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.
| (a) | Mr. Kamin is the beneficial owner of 5,498,113 shares of Common Stock, which includes 3,428,571 shares issuable upon the exercise of warrants and stock options, or 8.0% of the total issued and outstanding shares of Common Stock. The ownership percentage included in this Amendment No. 4 for Mr. Kamin is based on 65,661,634 outstanding shares of Common Stock, which figure is disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and Current Report on Form 8-K dated May 14, 2020. The 3,428,571 shares that Mr. Kamin is deemed to beneficially own by virtue of having a right to acquire upon exercise of the warrants and stock options are considered outstanding solely for purposes of calculating his percentage of ownership. |
| (b) | The responses of Mr. Kamin to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference. |
| (c) | The responses to Item 3 of this Schedule 13D are incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| CUSIP NO. 292034 20 4 | 13D | Page 6 of 6 pages |
| Date: June 28, 2021 | /s/ Tony Kamin | |
Tony Kamin |
