Prairie Operating Co. Files 8-K with Material Agreements

TL;DR

Prairie Operating Co. just filed an 8-K detailing material agreements and corporate changes. Watch for updates.

AI Summary

On August 15, 2024, Prairie Operating Co. entered into a material definitive agreement related to its business operations. The company also filed amendments to its articles of incorporation or bylaws and reported other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and agreements by Prairie Operating Co., which could impact its operational strategy and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements and amendments to corporate documents can introduce new risks or alter existing ones for the company.

Key Players & Entities

• Prairie Operating Co. (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41895 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PROP The Nasdaq Stock Mar
• $94.5 million — " Assets ") for total consideration of $94.5 million (the " Purchase Price " and such acquis
• $11.5 million — to Sellers from an amount not to exceed $11.5 million to $0; (iv) the cash Purchase Price fro
• $0 — n amount not to exceed $11.5 million to $0; (iv) the cash Purchase Price from $83.
• $83.0 million — o $0; (iv) the cash Purchase Price from $83.0 million to $84.5 million, and certain other Pur
• $84.5 m — sh Purchase Price from $83.0 million to $84.5 million, and certain other Purchase Price
• $6.0 million — Deposit in escrow, including release of $6.0 million of the Deposit to NRD on August 15, 202
• $14.5 million — to be paid at Closing of approximately $14.5 million resulting in a $57.0 million cash consi
• $57.0 million — roximately $14.5 million resulting in a $57.0 million cash consideration amount to be paid at
• $24.0 million — rrant, and delivered payment in full of $24.0 million to the Company in immediately available

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex3-1.htm (EX-3.1) — 397KB
• ex3-2.htm (EX-3.2) — 20KB
• ex3-3.htm (EX-3.3) — 20KB
• ex10-1.htm (EX-10.1) — 54KB
• ex10-2.htm (EX-10.2) — 76KB
• 0001493152-24-033279.txt ( ) — 917KB
• prop-20240815.xsd (EX-101.SCH) — 3KB
• prop-20240815_lab.xml (EX-101.LAB) — 33KB
• prop-20240815_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events. In connection with the Consent & Agreement, the Holder provided notice to the Company of its election to exercise the Series E B Warrant to purchase 4 million shares of Common Stock pursuant to Section 2(a) of the Series E B Warrant, and delivered payment in full of $24.0 million to the Company in immediately available funds (the " Warrant Exercise "). The Company intends to use the proceeds from the Warrant Exercise for general working capital purposes, which may include funding a portion of the Purchase Price for the NRO Acquisition or for drilling activities. In addition, in connection with the Consent & Agreement, the Holder delivered conversion notices with respect to the conversion of 20,000 shares of Series E Preferred Stock into 4,000,000 shares of Common Stock and the conversion of 2,000 shares of Series D Preferred Stock into 400,000 shares of Common Stock. No shares of Series E Preferred Stock remained outstanding after the conversion. Item 9.01 Financial (d) Exhibits Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation. 3.2 Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock of Prairie Operating Co. 3.3 Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock of Prairie Operating Co. 10.1 Amendment to Asset Purchase Agreement, dated as of August 15, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co. and Prairie Operating Co., LLC. 10.2 Consent and Agreement, dated as of August 15, 2024, by and among Prairie Operating Co. and Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

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: August 20, 2024 By: /s/ Daniel T. Sweeney Daniel T. Sweeney Executive Vice President, General Counsel & Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR