Dilution profile // every instrument, one screen, from SEC filings

EMPIRE PETROLEUM CORP (EP)

CIK 887396 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$350M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+82% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~9.5 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-06-302026-08-11

Latest: 41.6M shares as of Aug 11, 2026 (10-Q). Share count fell from 91.6M to 7.6M between Jul 22, 2013 and Nov 4, 2013, a pattern consistent with a reverse split (roughly 1-for-12); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
September Note Warrant138,889$4.32—FV $400,000

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 4,167 underlying shares, as reported Jun 30, 2018 (10-Q).

Reported exercise price: $5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $18.3M as of Dec 31, 2019.

Rough fully diluted estimate: 41.6M = 41.6M O/S + 4,167 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
September Note$4.0M—$4.325.5%~925,926 sh
Convertible Note February 2026$3.0M—$2.995.5%~1.0M sh

If every note above converted at its tagged price: ~1.9M new shares on 41.6M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding41.6MAug 11, 2026
+ September Note Warrant (if exercised)138,889Nov 5, 2025
+ September Note (if fully converted)925,926Sep 24, 2025
+ Convertible Note February 2026 (if fully converted)1.0MFeb 19, 2026
Fully diluted estimate43.6M+5.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $350.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 3, 2026$350.0M registeredfiling →

Last 12 months: 5 executed · 2 registered.

EFFECTIVESep 25, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDSep 18, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
EXECUTEDSep 16, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
REGISTEREDSep 3, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDMay 1, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDFeb 25, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDFeb 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDFeb 2, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 26, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDAug 19, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJul 25, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJul 24, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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