Prairie Operating Co.
For the period ended Apr 14, 2025. Filed Apr 14, 2025.
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Apr 14, 2025 · Filed Apr 14, 2025
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Prairie Operating Co.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| ☐ | Fee paid previously with preliminary materials. |
PRAIRIE OPERATING CO.
55 Waugh Drive, Suite 400
Houston, Texas 77007
April 14, 2025
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Prairie Operating Co.:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Prairie Operating Co., a Delaware corporation (the “Company,” “Prairie Operating Co.,” “we,” “us” or “our”). The meeting will be held on May 8, 2025 at 10 a.m. Central Time at The Westin Oaks Houston, 5011 Westheimer At, Post Oak Blvd., Houston, Texas 77056.
The Special Meeting will be held for the following purposes:
| 1. | To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) upon the conversion of or otherwise pursuant to the terms of the Series F Convertible Preferred Stock, $0.01 par value per share (“Series F Preferred Stock”), issued pursuant to the Securities Purchase Agreement dated March 24, 2025 by and among the Company and each of the investors listed on the Schedule of Buyers attached thereto (collectively, the “Buyer”) (the “Securities Purchase Agreement”) and the corresponding Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Nasdaq Stock Issuance Proposal (Preferred Stock)”); |
| 2. | To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Common Stock upon the exercise of the warrants (the “Warrants”) to purchase the Common Stock, issued pursuant to the Securities Purchase Agreement (the “Nasdaq Stock Issuance Proposal (Warrants)”); and |
| 3. | To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
This Notice of Special Meeting, the accompanying proxy statement and form of proxy are first being mailed on or about April 14, 2025 to stockholders of record as of March 24, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Your execution of the enclosed proxy will not affect your right as a stockholder to attend the Special Meeting and to vote in person. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Special Meeting will be available for examination at the Company’s principal executive offices for ten days prior to the Special Meeting.
The enclosed Proxy Statement is also available via the Internet atwww.sec.gov, and on our website free of charge atwww.prairieopco.comin the “SEC Filings” subsection of the “Investor Relations” section. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
Our Board of Directors unanimously recommends that you vote FOR each of the proposals described in this Proxy Statement. We urge you to read these proxy materials in their entirety and to consider them carefully, including the effect that adopting or failing to adopt the proposals will have on stockholders.
Whether or not you plan to attend the Special Meeting, please vote electronically via the Internet, by telephone, or complete, sign, date, and return the accompanying proxy card and mail it promptly in the enclosed postage paid return envelope.
Sincerely,
/s/ Daniel T. Sweeney
Executive Vice President, General Counsel and Corporate Secretary
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Table of Contents
| Page | |
|---|---|
| NOTICE OF SPECIAL MEETING OF STOCKHOLDERS | i |
| PROXY STATEMENT SUMMARY | 1 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 6 |
| PROPOSAL 1 NASDAQ STOCK ISSUANCE PROPOSAL (PREFERRED STOCK) | 7 |
| PROPOSAL 2 NASDAQ STOCK ISSUANCE PROPOSAL (WARRANTS) | 33 |
| DESCRIPTION OF CAPITAL STOCK | 36 |
| PROPOSAL 3 ADJOURNMENT PROPOSAL | 40 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 41 |
| STOCKHOLDER PROPOSALS | 43 |
| COMMUNICATIONS WITH OUR BOARD | 44 |
| HOUSEHOLDING OF PROXY MATERIALS | 45 |
| SOLICITATION OF PROXIES | 46 |
| WHERE YOU CAN FIND MORE INFORMATION | 47 |
| OTHER MATTERS | 48 |
| Appendix A - Certificate of Designation of Series F Preferred Stock | A-1 |
| Appendix B - Form of Warrant to Purchase Shares of Common Stock | B-1 |
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