Item 5. Other Information
Item
5. Other Information.
Up
until the age of Covid-19, the Company had a single revenue stream rooted in the sale of exhibitor booths, sponsorships, and tickets
for public mass events. The virus has interrupted that revenue stream and it is uncertain when the situation will get back to normal.
The Company’s work force has been reduced to a handful of employees who have continued to provide services while, at times, receiving
only a portion of their salaries. In recognition of this fact, the Company’s board of directors repriced options that had been
previously authorized (including those grants of 1/23/19 and 4/4/20) to $0.25 per share. Options previously granted to board members
(including those grants of 9/5/18, 9/12/19 and 4/4/20, as well as the preferred conversion price for the conversion of all of the existing
debt held by Mr. Kessler and Mr. Maatta into preferred stock, for which preferred shares have or will be issued) were like wise priced
at $0.25 per share.
On
March 1, 2021, we issued shares of our Series A Preferred Stock as follows: 8,500 shares to Mr. Maatta in satisfaction of an aggregate
of $84,947.55 due and owing to Mr. Maatta under his Separation Agreement; 22,500 shares to Bristol Capital, LLC in satisfaction of $225,000
due and owing to Bristol Capital, LLC for additional consulting services rendered and to be rendered by Mr. Kessler from July 1, 2020
through April 1, 2021; 8,300 shares to Scott D. Kaufman, our Chief Executive Officer, in satisfaction of $83,333 of compensation payable
to Mr. Kaufman under his Employment Agreement through April 1, 2021; and 4,000 shares to Heidi C. Bowman, our Chief Financial Officer,
in satisfaction of $40,000 of compensation payable to Ms. Bowman under her Employment Agreement through April 1, 2021. Each share of
our Series A Preferred Stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated value
for the Series A Preferred Stock being converted (initially $10.00 per share, subject to adjustment as set forth in the currently effective
Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, subject to adjustment as set
forth in the currently effective Series A Certificate of Designation). We issued the foregoing securities in reliance on the exemption
from registration provided under Section 4(a)(2) of the Securities Act.
On
March 1, 2021, we issued warrants to purchase shares of Common Stock to our advisors and consultants as follows: two warrants to purchase
100,000 shares vesting 50% per year over two years from and after March 1, 2021, with an exercise price of $0.50 per share and a term
of five years; and two warrants to purchase 100,000 shares vesting 50% per year over two years from and after March 1, 2021, with an
exercise price of $1.00 per share and a term of five years. We issued the foregoing securities in reliance on the exemption from registration
provided under Section 4(a)(2) of the Securities Act.
On
March 29, 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant
to which, we issued in a private placement: (i) 5,000 shares of Series B Preferred Stock, convertible at the Series B Conversion Price,
subject to conversion price floor of $1.00; and (ii) a warrant to acquire 5,000 shares of the Series B Preferred Stock at an exercise
price of $1,000 per share of Series B Preferred Stock, which became exercisable immediately upon issuance and which expires on March
26, 2023; and (iii) a warrant to acquire 5,000 shares of the Series B Preferred Stock at an exercise price of $1,000 per share of Series
B Preferred Stock, which became exercisable immediately upon issuance and which expires on March 26, 2024. Pursuant to the terms of the
2021 Warrants, the Series B Preferred Stock issuable upon exercise of the 2021 Warrants are automatically convertible into shares of
Common Stock at the Series B Conversion Price. These securities were issued and sold in reliance upon the exemption from registration
contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Item
6. Exhibits.
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 14, 2020.)
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 14, 2020.)
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2021.)
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3.4
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.)
3.5
Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Secretary of State of the State of Delaware on March 29, 2021. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 2, 2021.)
10.1
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 Registrant’s Current Report on Form 8-K filed on March 3, 2021.)++
10.2
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 Registrant’s Current Report on Form 8-K filed on March 3, 2021.)++
10.3
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 Registrant’s Current Report on Form 8-K filed on March 3, 2021.)
10.4
Securities Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 2, 2021.)
10.5
Registration Rights Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 2, 2021.)
10.6
Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 2, 2021.)
10.7
Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 2, 2021.)
10.8
Amendment No. 1 to Securities Purchase Agreement dated March 26, 2021, between Creek Road Miners, Inc. and Leviston Resources LLC. *
10.9
Amendment No. 1 to Registration Rights Agreement dated March 26, 2021, between Creek Road Miners, Inc. and Leviston Resources LLC. *
10.10
Amendment No. 1 to Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC. *
10.11
Amendment No. 1 to Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC. *
10.12
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock.*
31.1
Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
31.2
Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
32.1
Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2
Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS
iXBRL
Instance Document *
101.SCH
iXBRL
Taxonomy Extension Schema *
101.CAL
iXBRL
Taxonomy Extension Calculation Linkbase *
101.DEF
iXBRL
Taxonomy Extension Definition Linkbase *
101.LAB
iXBRL
Taxonomy Extension Label Linkbase *
101.PRE
iXBRL
Taxonomy Extension Presentation Linkbase *
*
Filed herewith.
++
Indicates management contract or compensatory plan.
16
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CREEK
ROAD MINERS, INC.
Date:
August 13, 2021
By:
/s/
Scott D. Kaufman
Name:
Scott
D. Kaufman
Title:
Chief
Executive Officer and President
17