Prairie Operating Co. (PROP) revises 2026 warrant dates and $0.01 penny warrant terms
Rhea-AI Filing Summary
Prairie Operating Co. entered into a letter agreement with Hudson Bay PH XIX LLC to adjust timing provisions in existing financing arrangements. The agreement changes the “Anniversary Warrant Issuance Date” in a prior Securities Purchase Agreement from August 7, 2026 to August 14, 2026, and updates related warrant form footnotes to reflect the new date. It also extends the potential issuance date of a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share, so that this “Second Penny Warrant” would be issued to Hudson Bay PH XIX LLC if, on August 14, 2026, the Anniversary Warrants described in the company’s Series F Convertible Preferred Stock Certificate of Designation are not issued.
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8-K Event Classification
3 items: 1.01, 3.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Second Penny Warrant share amount: 3,000,000 shares
Second Penny Warrant exercise price: $0.01 per share
Original Anniversary Warrant Issuance Date: August 7, 2026
+1 more
4 metrics
Second Penny Warrant share amount
3,000,000 shares
Shares of common stock purchasable under the Second Penny Warrant
Second Penny Warrant exercise price
$0.01 per share
Exercise price for each share under the Second Penny Warrant
Original Anniversary Warrant Issuance Date
August 7, 2026
Prior issuance date in Section 4(w) of the Securities Purchase Agreement
Revised Anniversary Warrant Issuance Date
August 14, 2026
New issuance date set by the Letter Agreement
Key Terms
Anniversary Warrant Issuance Date, Securities Purchase Agreement, Second Penny Warrant, Certificate of Designation of Preferences, Rights and Limitations, +1 more
5 terms
Anniversary Warrant Issuance Date financial
"to change the “Anniversary Warrant Issuance Date” from August 7, 2026 to August 14, 2026"
Securities Purchase Agreement financial
"Section 4(w) of the Securities Purchase Agreement, dated as of March 24, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Second Penny Warrant financial
"the issuance date of a warrant issuable to High Trail to purchase 3,000,000 shares ... (the “Second Penny Warrant”)"
Certificate of Designation of Preferences, Rights and Limitations regulatory
"as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock"
Series F Convertible Preferred Stock financial
"the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock"
Series F convertible preferred stock is a specific class of preferred shares that gives its holders priority over common shareholders for dividends and claims on assets, while also carrying the right to convert those preferred shares into common stock under set terms. For investors, it matters because it combines downside protection (priority payout like an insurance policy) with potential upside through conversion into common shares, and its conversion terms affect future ownership and dilution.
FAQ
What did Prairie Operating Co. (PROP) change in its agreement with Hudson Bay PH XIX LLC?
Prairie Operating Co. and Hudson Bay PH XIX LLC agreed to move the Anniversary Warrant Issuance Date from August 7, 2026 to August 14, 2026 and update related warrant documentation to reflect the new date.
What is the exercise price of the Second Penny Warrant mentioned by Prairie Operating Co. (PROP)?
The Second Penny Warrant has an exercise price of $0.01 per share, subject to adjustment under its terms. This price applies to each share of common stock that may be purchased if the warrant is issued.
When will Prairie Operating Co. (PROP) issue the Second Penny Warrant to Hudson Bay PH XIX LLC?
Prairie Operating Co. will issue the Second Penny Warrant on August 14, 2026 if, on that date, for any reason, the Anniversary Warrants referenced in the Series F Preferred Stock Certificate of Designation are not issued to Hudson Bay PH XIX LLC.
How does the date change affect the Anniversary Warrants for Prairie Operating Co. (PROP)?
The change shifts the Anniversary Warrant Issuance Date to August 14, 2026. Related footnotes in the form of Anniversary Warrant are also revised so all references to the prior August 7, 2026 date now align with the new date.
Which securities agreement did Prairie Operating Co. (PROP) amend in this 8-K?
Prairie Operating Co. amended Section 4(w) of its Securities Purchase Agreement dated March 24, 2025 with Hudson Bay PH XIX LLC, as previously amended, along with certain footnotes to the Form of Anniversary Warrant attached to that agreement.
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