Prairie Operating Co 8-K, filed Oct 28, 2022
Prairie Operating Co. (PROP)
About this 8-K
Prairie Operating Co filed this 8-K on October 28, 2022, reporting on events of October 25, 2022.
Items reported
- Item 5.07: Shareholder vote results
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 25, 2022, the holders of approximately 88.2% of the voting power of the then outstanding capital stock of Creek Road Miners, Inc., a Delaware corporation (the “Company”), representing 438,750,436 out of 497,365,117 votes (based on the voting power of the capital stock entitled to vote), approved by written consent amendments to the Company’s Amended and Restated Certificate of Incorporation, dated June 5, 2020 (the “Charter”), to (i) effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on a ratio between 1-23 and 1-30, (ii) increase the number of authorized shares of Common Stock from 100,000,000 to 150,000,000 and (iii) change the name of the Company to “Prairie Operating Co.”
The Company also received stockholder approval to amend and restate the Charter to make certain other changes that the Company’s board of directors deemed appropriate after the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of October 24, 2022 (the “Merger Agreement”), by and among the Company, Creek Road Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), pursuant to which Merger Sub will merge with and into Prairie (the “Merger”) on the terms and subject to the conditions of the Merger Agreement, with Prairie continuing as the surviving entity in the Merger and a wholly-owned subsidiary of the Company.
Separately, the holder of 1,400 shares of the Company’s Series B Preferred Stock, par value $.0001 (the “Series B Preferred Stock”), representing all 1,400 shares of the then outstanding Series B Preferred Stock, acted by written consent to approve an amendment to the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock to reflect a 10% decrease in the stated value of Series B Preferred Stock, and holders of 4,200 shares of the Company’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), representing a majority of the 7,630 shares of the then outstanding Series C Preferred Stock, acted by written consent to approve an amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock to reflect a 20% decrease in the stated value of Series C Preferred Stock.
SIGNATURE
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.
| CREEK ROAD MINERS, INC. | ||
| By: | /s/ John D. Maatta | |
| John D. Maatta | ||
| Chief Executive Officer | ||
| Date: | October 28, 2022 |