EPSILON ENERGY LTD._August 11, 2025 0001726126false00017261262025-08-112025-08-11 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025

EPSILON ENERGY LTD.

(Exact name of registrant as specified in charter) ​ ​

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Alberta, Canada 001-38770 98-1476367

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

​ 500 Dallas St., Suite 1250 Houston, Texas 77002 (Address of principal executive offices, including zip code) (281) 670-0002 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​

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Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, no par value ​

EPSN

​ NASDAQ Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ 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 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

Item 1.01. Entry into a Material Definitive Agreement. ​ On August 11, 2025, Epsilon Energy Ltd. (the “Company”) and its wholly owned subsidiary, Epsilon Energy USA, Inc. (“Epsilon USA”), entered into a Membership Interest Purchase Agreement (the “Peak E&P Agreement”) with Peak Exploration & Production, LLC (“Peak E&P”), the Sellers party thereto, and Yorktown Energy Partners XI, L.P. (as Sellers’ Representative).  Pursuant to the Peak E&P Agreement, the Sellers agreed to sell to Epsilon USA all of the issued and outstanding membership interests in Peak E&P (the “Peak E&P Interests”), with the transfer of certain financial benefits and burdens of Peak E&P’s assets effective as of January 1, 2025 (the “Effective Time”), and the closing to occur on the terms and subject to the conditions set forth in the Peak E&P Agreement. Also, on August 11, 2025, the Company and Epsilon USA entered into a Membership Interest Purchase Agreement (the “Peak BLM Agreement” and together with the Peak E&P Agreement, the “Purchase Agreements”) with Yorktown Energy Partners XI, L.P. (“Seller”) and Peak BLM Lease LLC (“Peak BLM”).  Pursuant to the Peak BLM Agreement, the Seller agreed to sell to Epsilon USA all of the issued and outstanding membership interests in Peak BLM (the “Peak BLM Interests”), with the transfer of certain financial benefits and burdens of Peak BLM’s assets effective as of the Effective Time, and the closing to occur on the terms and subject to the conditions set forth in the Peak BLM Agreement. Capitalized terms used herein without definition shall have the meaning given to such terms in the respective Purchase Agreement. Peak E&P Agreement Purchase Price The purchase price for the Peak E&P Interests is 5,800,000 of the Company’s common shares (the “Common Shares”), valued based on the volume weighted average price of the Common Shares as reported on the Nasdaq Global Market for the sixty (60) consecutive trading days prior to the Closing Date, subject to adjustment as provided in the Peak E&P Agreement. The Unadjusted Purchase Price is subject to upward and downward adjustments for various items, including, but not limited to, the appraised value of certain real property, title and environmental defect amounts, suspense funds, transaction expenses, unpaid taxes, and other specified items. The Adjusted Purchase Price is determined in accordance with the procedures set forth in the Peak E&P Agreement. Title and Environmental Review The Peak E&P Agreement contains detailed provisions regarding title and environmental matters, including procedures for the identification and resolution of title defects, title benefits, and environmental defects, as well as the corresponding adjustments to the unadjusted purchase price. Epsilon USA’s remedies for title and environmental defects are subject to specified thresholds