Business Context and Reporting Period
This Form 8-K was filed by Prairie Operating Co. (formerly Creek Road Miners, Inc.) on October 12, 2023. The report details a material modification to the rights of security holders, specifically a reverse stock split, a corporate name change, and a trading symbol change. The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure adjustments rather than operational financial performance.
Material Changes Versus Prior Period
- Reverse Stock Split: A 1:28.5714286 reverse stock split of outstanding common stock was effected. Approximately 7,074,668 shares of Common Stock remain outstanding post-split.
- Corporate Name Change: The company changed its name from Creek Road Miners, Inc. to Prairie Operating Co.
- Symbol Change: The trading symbol changed from "CRKR" to "PROP".
- Authorized Share Capital: The total authorized shares were increased to 550,000,000, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock.
- Charter Amendments: The Second Amended and Restated Certificate of Incorporation eliminated certain Preferred Stock provisions, removed written consent mechanisms for stockholder action, adopted a waiver of the corporate opportunity doctrine, and established Delaware as the exclusive forum for shareholder litigation.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclosures regarding the charter amendments. The changes were approved by shareholders on October 25, 2022. The effective date for the reverse stock split and name change on the OTCQB marketplace was October 16, 2023. During a 20-trading-day transition period following the effective date, the stock traded under the symbol "CRKRD" before transitioning to "PROP".
Investor Verification Checklist
- Verify the current trading symbol "PROP" on the OTCQB marketplace.
- Confirm the adjusted number of outstanding shares (approx. 7,074,668) and the impact of fractional share rounding on individual holdings.
- Review the adjustment terms for outstanding options, warrants, and convertible Preferred Stock.
- Check the updated CUSIP number (739650109) for the Common Stock.
- Examine the full text of the Second Amended and Restated Certificate of Incorporation (Exhibit 3.2) for details on the new litigation forum and director election provisions.