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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
October 13, 2023
Prairie
Operating Co.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-33383 |
|
98-0357690 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
602 Sawyer Street, Suite 710
Houston, TX |
|
77007 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (713) 424-4247
N/A
(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 (see General Instruction
A.2. below):
☐ |
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:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
None |
|
N/A |
|
N/A |
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) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2).
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 3.02 |
Unregistered Sales of Equity Securities. |
On October
11, 2023, Prairie Operating Co. (the “Company”) received notices of conversion by holders of $2,000,000 aggregate principal
amount of 12% amended and restated senior secured convertible debentures of the Company due December 31, 2023, dated May 3, 2023 (the
“Convertible Debentures”). On October 13, 2023, the Company issued 11,447,619 shares of its common stock, par value $0.01
per share (“Common Stock”), to the holders of the Convertible Debentures upon conversion of the convertible debentures and
payment of $7,000 of accrued interest thereon. The shares of Common Stock were issued pursuant to the exemption from registration set
forth in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01 |
Regulation FD Disclosure. |
On
October 16, 2023, the Company issued a press release announcing the processing by FINRA and the effectiveness of the reverse stock split
of outstanding shares of Common Stock at an exchange ratio of 1:28.5714286 and the change of the Company’s name from Creek Road
Miners, Inc. to Prairie Operating Co. The press release also announced that FINRA had processed the change of the Company’s symbol
from “CRKR” to “PROP,” to be effective after a period of 20 trading days beginning on October 16, 2023.
The
full text of the press release is included as Exhibit 99.1 and is incorporated herein by reference into this Item 7.01.
In
accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release attached hereto
as Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
PRAIRIE OPERATING CO. |
Date: October 16, 2023 |
|
|
|
By: |
/s/ Edward Kovalik |
|
|
Edward Kovalik |
|
|
Chief Executive Officer |
Exhibit
99.1
Prairie
Operating Co. Announces Effective Date of Reverse Stock Split, Corporate Name Change and Stock Symbol Change
HOUSTON,
TX, Oct. 16, 2023 (GLOBE NEWSWIRE) — Prairie Operating Co. (OTCQB: CRKR; the “Company” or “Prairie”) today
announced that on October 12, 2023, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate
of Incorporation of the Company, effective as of earlier today, to effect a reverse stock split of the Company’s shares of common
stock, par value $0.01 per share (“Common Stock”), at an exchange ratio of 1:28.5714286
(the “Reverse Stock Split”). Immediately thereafter on October 12, 2023, the Company filed with the Delaware Secretary
of State the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), also effective
as of earlier today, to effect several changes to the Company’s governance. The Company additionally announced the change of its
name from Creek Road Miners, Inc. to Prairie Operating Co. on the OTC effective as of today and the change of the Company’s stock
symbol from “CRKR” to “PROP.” Each of the foregoing actions were previously approved by the shareholders of the
Company on October 25, 2022.
In
connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 739650109.
The trading symbol of the Company will be listed on OTC Markets as “CRKRD” for a period of 20 trading days beginning on October
16, 2023 and after such time will be announced on OTC Markets under the “PROP” symbol and, one trading day thereafter, begin
trading under the “PROP” symbol.
“We
are pleased to announce the effective date of the corporate actions that our shareholders approved last year, which include changing
our ticker symbol to ‘PROP’ and implementing a reverse split of our common stock,” said Ed Kovalik, Chairman and Chief
Executive Officer of the Company. “We are excited to reach this milestone and move forward with other corporate objectives, including
our pending NYSE listing application.”
Each
shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result
of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Pursuant
to the Certificate of Incorporation, the Company has increased authority to issue 550,000,000 shares,
consisting of (a) 500,000,000 shares of Common Stock and (b) 50,000,000 shares of the Company’s preferred stock, par value $0.01
per share.
About
Prairie Operating Co.
Prairie
Operating Co. (f/k/a Creek Road Miners, Inc.) is a publicly-traded company engaged in the development, exploration, and production of
oil, natural gas, and natural gas liquids with operations focused on unconventional oil and natural gas reservoirs located in Colorado
focused on the Niobrara and Codell formations. The Company is also a crypto company focused on cryptocurrency mining. The Company is
dedicated to developing affordable, reliable energy to meet the world’s growing demand while continuing to protect the environment.
To learn more, visit www.prairieopco.com.
Forward-Looking
Statements
The
information included herein and in any oral statements made in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact included herein, are forward-looking statements. When used herein,
including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and
assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except
as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that
these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are
beyond the control of the Company. These risks include, but are not limited to, general economic, financial, legal, political, and business
conditions and changes in domestic and foreign markets; the ability of the Company to successfully develop its assets in Weld County,
Colorado; the failure to realize the anticipated benefits of the merger with Prairie Operating Co., LLC; the risks related to the growth
of the Company’s business and the timing of expected business milestones; and the effects of competition on the Company’s
future business. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith
occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any
forward-looking statements. There may be additional risks not currently known by the Company or that the Company currently believes are
immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning
these and other factors that may impact the Company’s expectations can be found in the registration statement on Form S-1/A filed
by the Company on September 5, 2023, and in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”),
including the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, and any subsequently filed Quarterly Report
on Form 10-Q, including the Company’s most recent Form 10-Q filed on August 14, 2023. The Company’s SEC filings are available
publicly on the SEC’s website at www.sec.gov.
Investor
Relations Contact:
Wobbe
Ploegsma
wp@prairieopco.com
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