Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2023

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

Delaware

000-33383

98-0357690

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

602 Sawyer Street, Suite 710

Houston, TX

77007

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 424-4247

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Long-Term Incentive Plans

On August 25, 2023, the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) approved by unanimous written consent and effective as of the date thereof: (a) the termination of the Creek Road Miners, Inc. 2021 Incentive Stock and Award Plan, such that the 10,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) would no longer be available for issuance thereunder, and (b) the further amendment and restatement (the “Amended LTIP”) of the previously approved Amended and Restated Prairie Operating Co. Long-Term Incentive Plan, which had previously been adopted by the Board in connection with the closing of the merger of Prairie Operating Co. with Prairie Operating Co., LLC on May 3, 2023. The Amended LTIP (i) increases the number of shares of Common Stock that may be delivered under the plan to 35,000,000; (ii) establishes an individual annual limitation for each non-employee director’s awards granted under such plan; and (iii) includes certain other administrative amendments to reflect the consolidation of the Company’s available equity incentive plans into one arrangement.

The foregoing description of the Amended LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended LTIP, which will be included as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 7.01

Regulation FD Disclosure.

On September 18, 2023, the Company issued a press release announcing the submission of its initial permit application with the Colorado Energy and Carbon Management Commission to drill seventy-two (72) wells from two (2) pads in Weld County, Colorado.

The full text of the press release is included as Exhibit 99.1 and is incorporated herein by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release attached hereto as Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated September 18, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 18, 2023
	By:	/s/ Edward Kovalik
		Edward Kovalik
		Chief Executive Officer

Exhibit 99.1

Prairie Operating Co. Submits Initial Permit Application with the Colorado Energy & Carbon Management Commission

HOUSTON, TX / September 18, 2023 / Prairie Operating Co. (OTCQB: CRKR; the “Company”), is pleased to announce that it has submitted its initial permit application with the Colorado Energy and Carbon Management Commission (ECMC) for the Genesis Oil & Gas Development Plan (OGDP) in Weld County, Colorado.

The Genesis OGDP encompasses seventy-two (72) wells on two (2) pads, developing 9-square miles of subsurface minerals in rural Weld County, Colorado. The two (2) pads, the Burnett and Oasis, will develop eighteen (18) three-mile lateral wells and fifty-four (54) two-mile lateral wells, respectively.

Consistent with Prairie’s stated mission goals, the outlined Genesis OGDP facilities were submitted to include electrified drilling rigs, three-phase takeaway, and no hydrocarbon storage tanks to best align with Colorado’s statewide goal of reducing greenhouse gas (GHG) and nitrogen oxide (NOx) emissions.

“I would like to thank our team and the Colorado ECMC leadership and staff for their outstanding collaboration in reaching this point” stated, Ed Kovalik, Chairman and CEO. “Submitting our initial permit application marks an important first step in determining our drilling and completion schedule for 2024.”

The Company holds 412 qualified locations across both the Niobrara and Codell formations and plans to build a multi-year inventory of drilling permits across its ~37,000-acre position in the Denver Julesburg “DJ” Basin.

About Prairie Operating Co.

Prairie Operating Co. (f/k/a Creek Road Miners, Inc.) is a publicly-traded company engaged in the development, exploration, and production of oil, natural gas and natural gas liquids with operations focused on unconventional oil and natural gas reservoirs located in Colorado focused on the Niobrara and Codell formations. The Company is also a crypto company focused on cryptocurrency mining. The Company is dedicated to developing affordable, reliable energy to meet the world’s growing demand, while continuing to protect the environment. To learn more, visit www.prairieopco.com.

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. These risks include, but are not limited to, general economic, financial, legal, political, and business conditions and changes in domestic and foreign markets; the ability of the Company to successfully develop its assets in Weld County, Colorado; the failure to realize the anticipated benefits of the merger with Prairie Operating Co., LLC; the risks related to the growth of the Company’s business and the timing of expected business milestones; and the effects of competition on the Company’s future business. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional risks not currently known by the Company or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations can be found in the registration statement on Form S-1/A filed by the Company on September 5, 2023, and in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, and any subsequently filed Quarterly Report on Form 10-Q, including the Company’s most recent Form 10-Q filed on August 14, 2023. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Investor Relations Contact

Wobbe Ploegsma

wp@prairieopco.com

Cover	Sep. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 18, 2023
Entity File Number	000-33383
Entity Registrant Name	Prairie Operating Co.
Entity Central Index Key	0001162896
Entity Tax Identification Number	98-0357690
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	602 Sawyer Street
Entity Address, Address Line Two	Suite 710
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77007
City Area Code	(713)
Local Phone Number	424-4247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false