Prairie Operating Co 8-K/A, filed Jul 22, 2021

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D. C. 20549

FORM8-K/A

CURRENTREPORT

Pursuantto Section 13 Or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2021

CreekRoad Miners, Inc.

(Exact name of Registrant as specified in its charter)

2700Homestead Road, Suite 50

ParkCity, UT 84098

(Address of Principal Executive Offices) (Zip Code)

(435)900-1949

Registrant’s telephone number, including area code)

WizardBrands, Inc.

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 April 2, 2021, the Company filed its Current Report on Form8-K disclosing entering into the following material agreements:

This Form 8-K/A amends that Form 8-K as follows:

On July 16, 2021, the parties to those agreements amended the agreements as necessary to achieve the following results:

The Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance.

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SIGNATUREPAGE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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