UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with a loan in the principal amount of $500,000 received by Creek Road Miners, Inc., a Delaware corporation (the “Company”), on May 18, 2022 pursuant to an oral agreement between the Company and Leviston Resources LLC (“Leviston”), on September 9, 2022 the Company documented such loan with the issuance of a convertible note dated as of September 8, 2022 in the principal amount of $500,000 (the “Note”).
The Note is convertible at the holder’s option at the conversion price of the Company’s Series C Preferred Stock, par value $0.0001, then in effect (the “Conversion Price”), provided that so long as an event of default has not occurred under the Note and the Company’s Series B Preferred Stock, par value $0.0001 (the “Series B Preferred Stock”), remains outstanding, the Conversion Price shall not be lower than the conversion price of the Series B Preferred Stock. Unless the holder opts to convert the Note contemporaneously with the proposed merger between Prairie Operating Co., LLC (“Prairie”) and a merger subsidiary of the Company (the “Merger”), the Note will be immediately due and paid at the closing of the Merger. In the event the Merger is abandoned or cancelled the Note will be due 30 days after such event.
Item 8.01 Other Events.
On September 9, 2022, the Company and Leviston, the sole holder of the Company’s Series B Preferred Stock, entered into a Support Agreement (the “Agreement”) relating to the Merger. Pursuant to the Agreement, Leviston has agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Agreement amends the conversion price of the Series B Preferred Stock to $0.50 and provides for the conversion of the Series B Preferred Stock into shares of the Company’s common stock immediately prior to the closing of the Merger. The effectiveness of the Agreement is contingent on certain conditions, including the execution of support agreements providing for the conversion of the Company’s other preferred stock and debt on the same terms as set forth in the Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Convertible Promissory Note issued September 9, 2022. | |
| 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 15, 2022 | By: | /s/ Alan Urban |
Alan Urban, Chief Financial Officer | ||