Prairie Operating Co.

Prairie delayed the Series F anniversary warrant date yet again (a third time) and added a new penalty mechanism -- a "Second Penny Warrant" for 3 million shares at $0.01 each -- that triggers if the warrants still aren't issued by the new date, underscoring the continuing standoff with its preferred-stock holder.

security holder rights change

Nasdaq notified Prairie that its stock has traded below the $1.00 minimum bid price for 30 straight days, risking delisting; the company has until December 2026 to regain compliance, with automatic delisting if shares ever fall to $0.10 -- confirming the stock's steep decline amid the preferred-stock overhang.

listing compliance notice

Prairie's lenders tightened covenants and reporting requirements on its Citibank credit facility while reaffirming the $475 million borrowing base, and the company let Series F Preferred holder Hudson Bay ("High Trail") convert its remaining stake into up to 21.2 million common shares -- heavy dilution -- while again delaying the anniversary warrant date and cutting its payout formula, signs of an ongoing, worsening negotiation over the distressed preferred stock.

security holder rights change

Repurchased 13,727 shares of its Series F Convertible Preferred Stock from Hudson Bay PH XIX LLC ('High Trail') for about $19.0 million cash plus stock for accrued dividends -- a de-risking move to shrink the increasingly troublesome Series F preferred overhang already flagged as an active financial-distress watch item.

capital raising announcement

Prairie pushed the Series F warrant issuance date back again, by two more days, paying another $3 million fee -- the second consecutive delay in as many weeks.

material agreement

Prairie agreed to delay the anniversary warrant issuance owed to holders of its Series F Preferred Stock (issued alongside the Bayswater deal) by about two weeks, paying $3 million for the extension -- an early sign of strain in managing a large, dilutive preferred-stock obligation.

material agreement

Prairie set up a $75 million at-the-market equity sales facility with Citigroup and Truist, giving it a standard, lower-cost tool to raise incremental equity going forward instead of relying on convertible/PIPE structures.

material agreement

Prairie closed the Bayswater acquisition -- $602.75 million headline price, paid as roughly $483.5 million cash (with $15 million held in escrow) plus 3.66 million shares of stock -- by far its largest deal, funded by expanding its Citibank credit facility borrowing base more than tenfold, from $44 million to $475 million.

asset acquisition disposition

Raised about $139 million net by selling 148,250 shares of a new Series F preferred stock -- the money that paid for the Bayswater acquisition closing days later. The terms were the catch: a 12% dividend that jumps to 25% once the credit facility matures, a right for holders to take 25% of the proceeds of any future financing, and warrants due to them on the first anniversary. That anniversary warrant is the obligation Prairie would spend 2026 paying $3 million at a time to postpone.

capital raising announcement

Prairie amended its pending purchase agreement to buy Bayswater Resources' DJ Basin assets, extending the deadline and fixing the stock portion of the price at $16 million -- keeping alive what would become its largest acquisition yet.

material agreement

Signed the Bayswater Purchase and Sale Agreement to acquire DJ Basin oil and gas assets from Bayswater Resources and affiliated funds for $602.75 million (cash plus up to 5,249,639 shares) -- Prairie's transformational acquisition, which closed the following month funded by a major expansion of its Citibank credit facility.

asset acquisition disposition

Prairie established its first real reserve-based bank credit facility, with Citibank as administrative agent: a $1 billion maximum framework with an initial $44 million borrowing base, $28 million drawn at signing -- a more conventional financing tool than the convertible notes and equity lines used to fund the Nickel Road deal.

debt financing

Paul Kessler's eleven-year hold on this registrant ended: on his resignation from the board the 2023 stockholders agreement that had guaranteed board seats to him, Gary Hanna and Edward Kovalik was torn up, and Richard Frommer took his seat. Bristol Capital, an insider presence since 2013 and a lender since 2016, was finally out.

director officer appointment

The Nickel Road acquisition closed (Prairie paid roughly $55.6 million in total across the deposit and closing payments, less than the $94.5 million originally headlined, reflecting deal adjustments), funded by a new $40 million equity line, a $15 million convertible note and a $5 million subordinated note from entities controlled by director Jonathan Gray -- a mix of standard and related-party, dilutive financing to get the deal done. The company also relocated headquarters to Houston and confirmed its Nasdaq listing under ticker PROP.

asset acquisition disposition

Renegotiated the Nickel Road purchase down: up to $11.5 million of spud fees dropped, cash due at closing cut by about $14.5 million to roughly $57 million, and the deadline pushed to September. To free up the funding, Prairie let its largest holder -- the O'Neill family trust -- lift its conversion ceiling from 9.99% to 49.9% of the company, in exchange for a standstill and an agreement that any voting power above 29.9% be cast in the same proportion as everyone else's.

bylaws amendment

Prairie sold off its remaining cryptocurrency mining equipment for $1 million cash plus a revenue-share deferred payment, fully exiting the Bitcoin mining business it had run under its prior Creek Road Miners identity and completing its transition to a pure-play oil and gas producer.

asset acquisition disposition

Prairie agreed to buy Nickel Road Development/Nickel Road Operating's DJ Basin oil and gas assets for $94.5 million ($83.0 million cash plus $11.5 million deferred), its second major acreage acquisition since the 2023 merger.

asset acquisition disposition

the exchange certified Prairie Operating Co.'s securities for listing, clearing them to begin trading.

listing compliance notice

As the newly renamed Prairie Operating Co., saw holders convert $2.0 million of its 12% senior secured convertible debentures (issued May 2023) into 11,447,619 shares -- reducing debt from the pre-merger financing package.

capital raising announcement

Prairie exercised its option under the Exok deal to buy roughly 32,695 more gross acres of Colorado oil and gas rights, funding it with a $20 million private placement -- expanding its core DJ Basin position soon after the merger closed.

asset acquisition disposition

The merger with Prairie Operating Co., LLC and the Exok Colorado asset purchase both closed. Gary Hanna and Edward Kovalik (Prairie's founders) took board control alongside legacy holder Bristol Capital/Paul Kessler; the earlier Barlock debenture dispute was resolved by converting the debt to stock and new preferred shares at a 30% premium. The company is now operationally an oil and gas producer in Colorado's DJ Basin.

business combination

The Prairie merger agreement was amended: the planned reverse stock split was dropped, and the outside termination date was pushed to September 30, 2023, alongside updated terms for the Exok asset deal and the PIPE financing.

business combination

Creek Road agreed to merge with Prairie Operating Co., LLC, a Delaware oil and gas company, planning to convert all its preferred stock and debentures into common shares, reverse split, rename itself "Prairie Operating Co.," and raise a $30 million PIPE -- contingent on closing a separate deal to buy Weld County, Colorado (DJ Basin) oil and gas assets from Exok, Inc. This is the transaction that created today's Prairie Operating Co.

business combination

Barlock Capital Management -- co-managed by the company's own recently-resigned former Co-CEO, Scott Kaufman -- declared a default on a $2.5 million secured debenture and demanded $5 million, alleging Kaufman's resignation and the Alpha settlement triggered default. The company rejected the claim and accused Kaufman of fraud, self-dealing and breach of fiduciary duty -- an open, contentious governance dispute right before the pending merger.

debt financing

Creek Road Miners formalized a $500,000 loan it had already received from Leviston Resources into a convertible note tied to the pending Prairie Operating merger -- bridge financing to get the company to the closing.

debt financing

Amid a dispute involving the company's then-CEO, Creek Road Miners settled with investor Alpha Capital Anstalt by exchanging previously exercised warrants for a $900,000 convertible note carrying a punitive 22% default interest rate -- a note structured to convert at a discount once the pending Prairie Operating merger closes.

debt financing

Creek Road Miners signed a non-binding memorandum of understanding with Highwire Energy Partners to acquire natural gas and fixed-price electricity assets in the Dakotas and Wyoming, intending to power Bitcoin mining operations at the sites.

material agreement

Locked in $250,000-a-year contracts for Paul Kessler and Scott Kaufman and $200,000 each for two more executives, and paid Kessler's Bristol Capital and Kaufman a one-off $250,000 'non-accountable expense reimbursement' apiece. Greg Suess left the board after ten years and was replaced by Richard Boyce, a petroleum geophysicist -- the first oil and gas man on the board of what was still a bitcoin miner, ten months before the Prairie merger was announced.

director officer appointment

Raised $6.2 million from 20 investors via 6,200 shares of newly created Series C Preferred Stock plus warrants ($2.75 strike).

capital raising announcement

Creek Road Miners sold its Jevo gelatin-shot-machine subsidiary for $1.5 million to a buyer managed by a director's son-in-law -- a related-party deal approved by the other four board members -- explicitly to fund a full focus on cryptocurrency mining.

asset acquisition disposition

As newly renamed Creek Road Miners, Inc., raised $3.5 million from 14 investors (2,333,340 shares plus $1.50-strike warrants) to fund its crypto-mining pivot.

capital raising announcement

Creek Road Miners exited the legacy Wizard World live-events business entirely, selling the remaining convention rights (Chicago, Cleveland, New Orleans, Philadelphia, Portland, St. Louis) to Informa Pop Culture Events for nothing but the assumption of associated liabilities -- confirming the business had little remaining value as the company pivoted to crypto mining.

asset acquisition disposition

As Wizard Brands, Inc., agreed to sell Leviston Resources LLC $5 million of Series B Preferred Stock and warrants, paid in tranches tied to registration-statement milestones -- capital raised as the company pivoted toward cryptocurrency mining.

capital raising announcement

Formalised Scott D. Kaufman as chief executive on a contract backdated to November 2020 that let the company pay his $250,000 salary in preferred stock until it turned a profit. Kaufman also co-managed Barlock, the fund that had lent the company $2.5 million in December 2019 against essentially all its assets -- the conflict that detonated in September 2022 when Barlock declared a default and demanded $5 million.

director officer appointment

Raised $2.5 million cash from Barlock 2019 Fund, LP via a 12% secured debenture (due Dec 2021, secured by essentially all company assets) plus a warrant for 6,000,000 shares -- the start of a lender relationship that would later turn contentious ahead of the Prairie merger.

capital raising announcement

Made chairman Paul Kessler executive chairman, but paid him through his own firm Bristol Capital at $18,750 a month plus 600,000 options, backdated to September 2016. Coming a month after Bristol Investment Fund bought $2.5 million of the company's convertible debentures, it left Bristol simultaneously lender, consultant, insider and de facto boss.

director officer appointment

Sold $2.5 million of convertible debentures plus warrants for a combined 33.3 million shares (at $0.15 and a nominal $0.0001 strike) to Bristol Investment Fund, an entity controlled by the company's own Board Chairman -- a large, insider-favorable related-party financing.

capital raising announcement

Papered two management changes at once: director John D. Maatta's promotion to chief executive, backdated to May 2016, on $250,000 a year and 1.1 million options -- 300,000 of which vest only if the company is sold -- and Randall Malinoff's move from interim to permanent operating chief on $225,000 and 600,000 options.

director officer appointment

Wizard World restructured its CONtv streaming joint venture with Cinedigm, stepping back to a capped, non-dilutable 10% stake and limiting its further funding exposure to $300,000 total -- a retreat that curbs downside from a venture that had been costing more than planned.

joint venture update

Converted all outstanding Series A Preferred Stock into about 9.5 million common shares and exchanged roughly 8.0 million warrants for about 4.0 million more shares, plus 1.6 million shares to cover accrued dividends -- eliminating derivative liabilities from the balance sheet and closing out the 2011-2012 Series A financing round (about 51.1 million shares then outstanding).

capital raising announcement

Paul L. Kessler joined the board alongside Kenneth Shamus, each with 150,000 options at $0.40, and the board finally created audit and compensation committees. Kessler's arrival begins the Bristol Capital presence that would dominate this registrant's financing and governance for the next eleven years, through the crypto pivot and into the Prairie oil and gas era.

director officer appointment

The eighth and final rewrite of the reverse-merger report, filed 21 months after the deal closed and adding a further audited year (2008) of the convention business's accounts. A shell-company merger that took eight attempts and nearly two years to describe acceptably is a governance signal in its own right.

business combination

Director John Macaluso became president and chief executive on a three-year contract, while Michael Mathews stepped back from executive chairman to plain chairman. Macaluso's pay started at $10,000 a month, rose to $30,000 with a third of it deferred unless the company earned $100,000 in adjusted profit, plus warrants over 1,000,000 shares at $0.44 -- terms that say how tight the cash was.

director officer appointment

The reverse merger closed: Kick the Can Corp. became a wholly owned subsidiary, Gareb Shamus took over as CEO and Chairman, and the shell (still legally GoEnergy at this point, soon renamed Wizard World) fully adopted KTC's pop-culture convention business -- Comic-Con-style events across North America.

business combination

GoEnergy agreed to reverse-merge with Kick the Can Corp. (KTC), a newly formed producer of pop-culture and comic-book conventions, issuing 95.5% of its stock to KTC's owners and cancelling the prior majority holder's shares -- GoEnergy's pivot away from oil and gas into live entertainment. It also issued $200,000 in bridge notes to fund the transition.

debt financing

GoEnergy's second amendment to its auditor-change disclosure revealed that the outgoing firm, Moore & Associates Chartered, had its PCAOB registration revoked on August 27, 2009 for rule violations and non-cooperation with a Board investigation -- a real red flag about the reliability of the company's own pre-2009 audits, even though GoEnergy itself was not accused of wrongdoing.

auditor change

Prairie Operating Co. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice