UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 8, 2024, Prairie Operating Co. (the “Company”) entered into an Amendment and Waiver of Exercise Limitations Letter Agreement (the “Letter Agreement”) with Bristol Investment Fund, Ltd. (“Bristol”), an entity affiliated with Paul L. Kessler, a director of the Company, to amend certain terms of the A warrants to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock” and such A warrants, the “A Warrants”) and B warrants to purchase shares of Common Stock (the “B Warrants” and together with the A Warrants, the “Series D PIPE Warrants”) held by Bristol. Each of the Series D PIPE Warrants held by Bristol is subject to a limitation on exercise if as a result of such exercise or conversion, the holder would own more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”), which may be increased by the holder upon written notice to the Company, to any specified percentage not in excess of 9.99% (the “Beneficial Ownership Limitation Ceiling”). The Letter Agreement increases the Beneficial Ownership Limitation Ceiling from 9.99% to 19.99%. Pursuant to the Letter Agreement, Bristol further notified the Company of its intent to immediately increase the Beneficial Ownership Limitation Ceiling to 19.99% and the parties agreed to waive the waiting period with respect to such notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 104 | Cover page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Prairie Operating Co. | ||
| Date: April 12, 2024 | ||
| By: | /s/ Daniel T. Sweeney | |
| Daniel T. Sweeney | ||
| General Counsel & Corporate Secretary | ||