Prairie moves 3M-share penny warrant date to Dec. 1
Prairie Operating Co. (PROP) reported entering into a letter agreement with Hudson Bay PH XIX LLC (“High Trail”) on August 30, 2026 concerning its Series F Convertible Preferred Stock arrangements.
Rhea-AI Filing Summary
Prairie Operating Co. (PROP) reported entering into a letter agreement with Hudson Bay PH XIX LLC (“High Trail”) on August 30, 2026 concerning its Series F Convertible Preferred Stock arrangements. The parties agreed to amend the existing Securities Purchase Agreement to move the “Anniversary Warrant Issuance Date” from August 31, 2026 to December 1, 2026 and to update related date references in the form of Anniversary Warrant.
The new letter agreement also amends a prior letter between the parties by extending to December 1, 2026 the potential issuance date of a warrant to High Trail to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share, if the Anniversary Warrants are not issued on that date. This maintains High Trail’s contingent warrant rights while shifting the key trigger date.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 3.03
2 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).
Key Figures
Second Penny Warrant share amount: 3,000,000 shares of common stock
Second Penny Warrant exercise price: $0.01 per share
Original Anniversary Warrant Issuance Date: August 31, 2026
+1 more
4 metrics
Second Penny Warrant share amount
3,000,000 shares of common stock
Maximum number of shares purchasable under the Second Penny Warrant
Second Penny Warrant exercise price
$0.01 per share
Exercise price for shares under the Second Penny Warrant, subject to adjustment
Original Anniversary Warrant Issuance Date
August 31, 2026
Prior issuance date in the Securities Purchase Agreement before amendment
Amended Anniversary Warrant Issuance Date
December 1, 2026
New issuance date after the August 30, 2026 letter agreement
Key Terms
Anniversary Warrant Issuance Date, Securities Purchase Agreement, Second Penny Warrant, Certificate of Designation, +1 more
5 terms
Anniversary Warrant Issuance Date financial
"to change the “Anniversary Warrant Issuance Date” from August 31, 2026 to December 1, 2026"
Securities Purchase Agreement financial
"amend 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"
Certificate of Designation financial
"as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Series F Convertible Preferred Stock financial
"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 the Anniversary Warrant terms?
Prairie Operating Co. and Hudson Bay PH XIX LLC agreed to amend the Securities Purchase Agreement to move the “Anniversary Warrant Issuance Date” from August 31, 2026 to December 1, 2026 and update related date references in the form of Anniversary Warrant.
How does the new letter agreement affect the Second Penny Warrant for PROP?
The agreement extends the potential issuance date of the Second Penny Warrant to December 1, 2026. If the Anniversary Warrants are not issued to Hudson Bay PH XIX LLC on that date, Prairie must issue the Second Penny Warrant instead.
What are the key terms of the Second Penny Warrant mentioned by PROP?
The Second Penny Warrant is a warrant issuable to Hudson Bay PH XIX LLC to purchase 3,000,000 shares of Prairie’s common stock at an exercise price of $0.01 per share, subject to adjustment pursuant to its terms, if the specified conditions are met.
Who is Prairie Operating Co.’s counterparty in this 8-K warrant amendment?
Prairie Operating Co.’s counterparty is Hudson Bay PH XIX LLC, referred to as “High Trail.” The company amended both the Securities Purchase Agreement and a prior letter agreement with this investor regarding Anniversary Warrants and the Second Penny Warrant.
Which Prairie Operating Co. security is connected to the Anniversary Warrants?
The Anniversary Warrants are defined in Prairie Operating Co.’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, linking these warrant rights to the company’s Series F Convertible Preferred Stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
