Securities Registration Statement (s-1/a)
June 30 2022 - 6:06AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 30, 2022
Registration
No. 333-262304
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 5 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREEK
ROAD MINERS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
7900 |
|
98-0357690 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
2700
Homestead Road, Park City, UT 84098
Tel:
650-525-0231
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
VCORP
SERVICES, LLC
1013
Centre Road, Suite 403-B, Wilmington, DE 19805
Tel:
(212) 828-8436
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Roger
W. Bivans
Baker
& McKenzie LLP
1900
North Pearl Street, Suite 1500
Dallas, Texas 75201
Tel:
+1 214 978 3095
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Creek
Road Miners, Inc. is filing this Amendment No. 5 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-262304)
(the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page,
this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the
filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibit Index
Exhibit
No. |
|
Description |
3.1 |
|
Amended
and Restated Certificate of Incorporation of Wizard Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q filed on August 14, 2020). |
3.2 |
|
By-Laws
of GoENERGY, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed on
March 25, 2003). |
3.3 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s
Quarterly Report on Form 10-Q filed on August 14, 2020). |
3.4 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on July 15, 2021). |
3.5 |
|
First
Amendment to the Bylaws of Wizard World, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on
Form 10-Q, filed with the SEC on November 21, 2016). |
3.6 |
|
Certificate
of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock. (Incorporated by reference to
Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on August 14, 2020.) |
3.7 |
|
Amended
and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock. (Incorporated by reference
to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2021.) |
3.8 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, dated December 1, 2021 (incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 7, 2021). |
5.1* |
|
Opinion of Baker & McKenzie LLP. |
10.1 |
|
Form
of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
on December 23, 2019). |
10.2 |
|
Form
of 12% Senior Secured Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form
8-K, filed on December 23, 2019). |
10.3 |
|
Form
of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). |
10.4 |
|
Form
of Security Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December
23, 2019). |
10.5+ |
|
Employment
Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Scott D. Kaufman
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). |
10.6+ |
|
Employment
Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Heidi C. Bowman
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). |
10.7+ |
|
Separation
Agreement entered into as of February 20, 2021 between Wizard Brands, Inc. and John D. Maatta (incorporated by reference to Exhibit
10.3 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). |
10.8 |
|
Securities
Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). |
10.9 |
|
Amendment
No.1 to Securities Purchase Agreement, dated July 16, 2021, between Creek Road Miners, Inc. and Leviston Resources, LLC (incorporated
by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). |
10.10 |
|
Registration
Rights Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). |
10.11 |
|
Amendment
No. 1 to Registration Rights Agreement, dated July 16, 2021, between Creek Road Miners, Inc. and Leviston Resources, LLC (incorporated
by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). |
10.12 |
|
Series
B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K, filed on April 2, 2021). |
10.13 |
|
Amendment
No. 1 to Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC, dated July 16, 2021 (incorporated
by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). |
10.14 |
|
Series
B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4 to the
Company’s Current Report on Form 8-K, filed on April 2, 2021). |
10.15 |
|
Amendment
No. 1 to Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC, dated July 16, 2021(incorporated
by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). |
10.16 |
|
Asset
Purchase Agreement dated August 6, 2021, between Kick the Can Corp. and Informa Pop Culture Events, Inc. (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2021). |
10.17 |
|
Form
of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 31,
2021). |
10.18 |
|
Form
of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 31, 2021). |
10.19 |
|
Form
of Convertible Promissory Note, dated August 19, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K, filed with the SEC on August 30, 2011). |
10.20 |
|
Form
of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
on December 10, 2021). |
10.21 |
|
Form
of Warrants (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 10, 2021). |
10.22 |
|
Form
of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed
on December 10, 2021). |
10.23+ |
|
Employment
Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul L. Kessler (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). |
10.24+ |
|
Amended
and Restated Employment Agreement of Scott D. Kaufman dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul
L. Kessler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). |
10.25+ |
|
Employment
Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Scott A. Sheikh (incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). |
10.26+ |
|
Employment
Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Alan Urban (incorporated by reference to Exhibit
10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). |
10.27 |
|
Contract
with CDMG, Inc. (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November
12, 2021). |
10.28 |
|
Contract
with CDMG, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November
12, 2021) |
10.29 |
|
Contract
with Retro Wall Street Consulting, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form
10-Q filed on November 12, 2021). |
10.30** |
|
Non-Fixed
Price Sales and Purchase Agreement dated December 17, 2021 between Creek Road Miners, Inc. and Bitmain Technologies Limited. |
10.31** |
|
Gas
Supply Agreement dated as of October 22, 2021 between Creek Road Miners, Inc. and American Natural Energy Corporation. |
10.32** |
|
Terms
and Conditions of Braiins Mining Limited. |
10.33** |
|
Binding
Memorandum of Understanding between Creek Road Miners, Inc. and Highway Energy Partners, Inc. dated as of May 28, 2022. |
21.1 |
|
List
of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the
SEC on April 17, 2017). |
23.1** |
|
Consent
of MaughanSullivan LLC. |
23.2* |
|
Consent of Baker & McKenzie LLP (included in Exhibit 5.1). |
24.1 |
|
Power
of Attorney (included in the signature page to this Registration Statement). |
107** |
|
Calculation
of Filing Fee Table |
+
Indicates management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Park City, Utah on this June 29, 2022.
|
CREEK
ROAD MINERS, INC. |
|
|
|
By: |
/s/
Scott D. Kaufman |
|
Name: |
Scott
D. Kaufman |
|
Title: |
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name |
|
Position |
|
Date |
|
|
|
|
|
/s/
Scott D. Kaufman |
|
Co-Chief
Executive Officer, President and Director |
|
June
29, 2022 |
Scott
D. Kaufman |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
* |
|
Chief
Financial Officer |
|
June
29, 2022 |
Alan
Urban |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Executive
Chairman, Director |
|
June
29, 2022 |
Paul
L. Kessler |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June 29, 2022 |
Richard
G. Boyce |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June
29, 2022 |
Michael
Breen |
|
|
|
|
|
|
|
|
|
* |
|
Co-Chief
Executive Officer, Director |
|
June
29, 2022 |
John
D. Maatta |
|
|
|
|
Scott
D. Kaufman, by signing his name hereto, does hereby sign this registration statement on behalf of the directors of the registrant above
in front of whose name asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the SEC.
By: |
/s/
Scott D. Kaufman |
|
Name: |
Scott D. Kaufman |
|
Title: |
Co-Chief Executive Officer |
|