UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Beginning December 6, 2021, Creek Road Miners, Inc. (the “Company”) entered into securities purchase agreements with 20 investors (the “Purchasers”) for the sale of the Company’s securities, with the Purchasers receiving: (i) 6,200 shares of Series C Preferred Stock (the “Preferred Shares”); (ii) warrants to acquire 50% of the number of common shares into which the Purchasers’ Preferred Shares are convertible at an exercise price of $2.50 per share; and (iii) warrants to acquire 50% of the number of common shares into which the Purchasers’ Preferred Shares are convertible at an exercise price of $2.75 per share. The Purchasers were also given registration rights with respect to certain of the securities. The proceeds from the sale of the Preferred Shares and the warrants totals $6,200,000.00, and will be used by the Company for working capital purposes.
The securities issued to the Purchasers were not registered under the Act and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Regulation D promulgated thereunder. The securities, as well as the shares underlying the warrants, may not be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or valid exemption from the registration requirements of the Act.
Copies of the form of the securities purchase agreement, the form of the warrants and the form of the registration rights agreement are attached as exhibits. The summary of these agreements set forth above is qualified by reference to such exhibits.
Item 3.02 Unregistered Sales of Equity Securities.
See discussion set forth under Item 1.01 above.
Item 9.01 Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Warrants | |
| 10.3 | Form of Registration Rights Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE PAGE
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.
Creek Road Miners, Inc. a Delaware corporation | |||
| Dated: December 10, 2021 | By: | /s/ Scott D. Kaufman | |
| Scott D. Kaufman, CEO | |||
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