Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On April 25, 2023, Truleum, Inc. (formerly known as Alpha Energy, Inc.)(the "Company") elected four continuing directors for a term of one-year or until their successor has been duly elected and qualified. Each of Robert Flynn, Lacie Kellogg, Mark A. Timm and Isaac Dietrich was elected to the Company's Board of Directors ("Board") by written consent of the majority stockholder of the Company. Richard Nummi, our prior director, elected not to stand for re-appointment to the Board of Directors. Each director will continue to serve on the committees to which previously appointed.

Each of Mr. Flynn, Mr. Timm and Mr. Dietrich are deemed "independent" as such term is defined by Rule 803 of the NYSE American Company Guide ("Rule 803"). There are no family relationship between the directors and any of our other officers and directors.

The Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company's reimbursement policy.

Until the Company's Common Stock is listed on a national securities exchange, each non-employee director shall receive options to purchase shares of Common Stock valued at $150,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company's common stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation, and Nomination and Corporate Governance Committees shall receive additional options to purchase shares of the Company's Common Stock valued at $18,000, $18,000, and $10,000, respectively, by the Black-Scholes pricing model annually, payable quarterly, with an exercise price equal to the closing price of the Company's common stock on the last business day of the quarter. Upon the Company's Common Stock being listed on a national exchange, each non-employee director shall receive (i) cash compensation of $70,000 annually, payable quarterly, in addition to (ii) options to purchase shares of the Company's Common Stock valued at $80,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company's Common Stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation and Management Development, and Nomination and Corporate Governance Committees shall receive additional cash compensation of $18,000, $18,000, and $10,000, respectively, on an annual basis payable quarterly. The awards will be issued under and subject to the Plan and have a term of ten years.

Each director is required to attend every meeting of the Company's Board and the respective Board committees on which they serve. If a director is not able to attend a meeting, their quarterly compensation amounts shall be adjusted pro-rata based on the number of meetings attended divided by the total meetings held.

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 25, 2023, AEI Acquisition Company, LLC ("AEI"), the beneficial owner of 15,880,201 shares of our common stock, par value $0.001 per share (the "Common Stock") constituting approximately 73% of the issued and outstanding shares of voting capital stock in the Company, executed a written consent in accordance with the By-laws of the Company and Colorado law and approved the following proposals:



  1. To elect four directors to serve until the 2024 Annual Meeting of
     Shareholders of the Corporation, or until their successors are duly elected
     and qualified, or until such director's earlier death, resignation,
     disqualification, or removal as follows:



Robert J. Flynn, Jr.
Lacie Kellogg
Mark A. Timm
Isaac Dietrich
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  2. To approve the change of the Company's name to Truleum, Inc. and all
     amendments to the Articles of Incorporation required to be made with the
     Secretary of State of Colorado and elsewhere to effect such name change.



  3. The ratification of the appointment of BF Borgers, CPA, PC as the Company's
     independent registered public accounting firm for the fiscal year ended
     December 31, 2023.

The actions will be effective May 22, 2023, in accordance with SEC rules, approximately 20 days following mailing of the Company's Information Statement on Schedule 14C to stockholders.

Item 7.01 Regulation FD disclosure

On April 27, 2023, the Company issued a press release announcing its results for the fiscal year ended December 31, 2022 and other significant Company milestones. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing


The following exhibits are furnished as part of this Current Report on Form 8-K:

(d) Exhibits.



Exhibit No.   Description of Exhibit
3.1             Amended Articles of Incorporation dated as of April 27, 2023
99.1            Press Release dated April 27, 2023
104           Cover Page Interactive Data File (embedded within the inline XBRL
              Document)

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