Business Context and Reporting Period
This Form 8-K was filed by Creek Road Miners, Inc. (now Prairie Operating Co.) on October 25, 2022. The report details the approval of significant corporate actions via written consent of security holders, including a name change, a reverse stock split, an increase in authorized shares, and amendments to preferred stock designations in preparation for a merger.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and structural changes.
Material Changes
- Corporate Name: The company changed its name from Creek Road Miners, Inc. to Prairie Operating Co.
- Reverse Stock Split: Approved a reverse stock split of common stock on a ratio between 1-for-23 and 1-for-30.
- Authorized Shares: Increased authorized common stock from 100,000,000 to 150,000,000 shares.
- Preferred Stock Adjustments:
- Series B Preferred Stock: 100% of holders approved a 10% decrease in stated value.
- Series C Preferred Stock: Majority of holders approved a 20% decrease in stated value.
- Merger Preparation: Amendments were made to facilitate a merger with Prairie Operating Co., LLC, where the latter will become a wholly-owned subsidiary.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, financial outlook, or specific risk factors. It notes that the charter amendments were deemed appropriate by the board of directors following the closing of the merger contemplated by the Agreement and Plan of Merger dated October 24, 2022.
Investor Verification Checklist
- Verify the exact reverse stock split ratio (between 1-23 and 1-30) finalized by the board.
- Confirm the closing date and terms of the merger with Prairie Operating Co., LLC.
- Review the updated Certificate of Incorporation and Designations for Series B and C Preferred Stock to confirm the new stated values.
- Check subsequent filings for the ticker symbol change and trading status on the new name.