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.
On August 24, 2022, Creek Road Miners, Inc. (the “Company”) entered into an Agreement (the “Settlement”) with Alpha Capital Anstalt (“Alpha”). The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of warrants to purchase 600,000 shares of the Company’s common stock, par value $0.0001 (the “Warrant Shares”), at an aggregate conversion price of $900,000.
Pursuant to the Settlement, Alpha agreed to exchange the Warrant Shares for a convertible promissory note in the principal amount of $900,000 due August 31, 2023 (the “Convertible Note”). The Convertible Note is convertible at Alpha’s option at the conversion price of the Company’s Series C Preferred Stock then in effect (the “Conversion Price”). Upon notice that the Company’s merger with Prairie Operating Co., LLC (the “Merger”) is imminent, Alpha will convert the Convertible Note at a 10% discount of the amounts owed thereunder into shares of the Company’s common stock at the lower of: (i) the Conversion Price; or (ii) the lowest per share valuation attributed to the Company’s common stock in the Merger and any capital raise completed by the Company in connection with the Merger.
Upon the occurrence and during the continuation of any event of default under the Convertible Note, interest shall accrue at a default interest rate of 22% per annum.
The foregoing summary of the material terms of the Settlement and Convertible Note is not complete and is qualified in its entirety by reference to the full texts thereof, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference in this Item 1.01.
The Convertible Note was not registered under the Securities Act of 1933, as amended (the “Act”), and was issued and sold in reliance upon the exemption from registration contained in Section 3(a)(9) of the Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information about the issuance of the Convertible Note under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Agreement between Creek Road Miners, Inc. and Alpha Capital Anstalt made as of August 24, 2022. | |
| 10.2 | Convertible Promissory Note dated August 31, 2022 issued by Creek Road Miners, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 7, 2022 | By: | /s/ John D. Maatta |
| John D. Maatta, CEO | ||