Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Information and Approximate Number of Holders of Common Stock
−Removed: common stock is quoted on the OTCQB under the symbol “CRKR.” The following table sets forth, for the periods indicated, the
−Removed: reported high and low bid quotations for our common stock as reported on the OTCQB.
−Removed: The bid prices reflect inter-dealer quotations, do
−Removed: not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions.
−Removed: Year Ended December 31, 2022:
−Removed: First Quarter (January 1 – March 31)
−Removed: Second Quarter (April 1 – June 30)
−Removed: Third Quarter (July 1 – September 30)
−Removed: Fourth Quarter (October 1 – December 31)
−Removed: Year Ended December 31, 2021:
−Removed: First Quarter (January 1 – March 31)
−Removed: Second Quarter (April 1 – June 30)
−Removed: Third Quarter (July 1 – September 30)
−Removed: Fourth Quarter (October 1 – December 31)
−Removed: of December 31, 2022, according to the records of our transfer agent, we had 71 record holders of our common stock.
−Removed: Because brokers and
−Removed: other institutions hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these
−Removed: record holders.
−Removed: have never declared or paid dividends on our common stock and intend to retain all available funds and any future earnings for use in
−Removed: the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all.
−Removed: future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition,
−Removed: operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
+Added: for Registrant’s Common Equity .
+Added: Our common stock is quoted on the Nasdaq under the symbol “PROP.”
+Added: As of March 13, 2024, there were approximately 86 record holders of our common stock.
+Added: Because brokers and other institutions
+Added: hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
+Added: We have not paid any cash dividends on our common stock to date.
+Added: We may retain future earnings, if any, for future operations, expansion
+Added: and debt repayment and have no current plans to pay cash dividends for the foreseeable future.
+Added: Any decision to declare and pay dividends
+Added: in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial
+Added: condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant.
+Added: In addition, our ability to
+Added: pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.
+Added: anticipate declaring any cash dividends to holders of the common stock in the foreseeable future.
Sales of Unregistered Securities .
−Removed: sold the securities described below within the past year which were not registered under the Securities Act.
−Removed: implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020.
−Removed: Unless otherwise
−Removed: noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect
−Removed: the reduced number of shares, and the increase in the share price which resulted from this action.
−Removed: March 24, 2021, the Company granted warrants to purchase shares the Company’s common stock to a consultant as follows:
−Removed: to purchase 300,000 shares with an exercise price of $1.00 per share, and a term of 5 years;
−Removed: and, in connection with the issuance of
−Removed: Series B preferred stock, a warrant to purchase 180,000 shares with an exercise price of $1.5278 per share, and term of 5 years.
−Removed: June 30, 2021, we issued 6,249 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our Chief Executive Officer, for settlement
−Removed: of $62,490 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from April 1, 2021 through June 30, 2021.
−Removed: of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated
−Removed: value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the currently
−Removed: effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175 as of December
−Removed: 31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).
−Removed: We issued the foregoing
−Removed: securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.
−Removed: September 30, 2021, we issued 6,249 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our Chief Executive Officer, for settlement
−Removed: of $62,490 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from July 1, 2021 through September 30, 2021.
−Removed: of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated
−Removed: value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the currently
−Removed: effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175 as of December
−Removed: 31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).
−Removed: We issued the foregoing
−Removed: securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.
−Removed: October 12, 2021, the Company granted certain directors warrants to purchase a total of 30,000 shares of the Company’s common stock
−Removed: with an exercise price of $1.50 per share, and a term of 3 years.
−Removed: October 20, 2021, the Company granted a director warrants to purchase 400,000 shares of the Company’s common stock with an exercise
−Removed: price of $1.50 per share, a term of 3 years, and vesting as follows:
−Removed: 20% upon execution of the Services Agreement;
−Removed: 20% on January 20,
−Removed: 20% on April 20, 2022;
−Removed: 20% on July 20, 2022;
−Removed: and 20% on October 20, 2022.
−Removed: October 31, 2021, the Company granted a consultant warrants to purchase 750,000 shares of the Company’s common stock with an exercise
−Removed: price of $1.50 per share, a term of 3 years, and vesting as follows:
−Removed: 40% upon execution of the Services Agreement;
−Removed: 20% on April 1, 2022;
−Removed: 20% on August 1, 2022;
−Removed: and 20% on December 1, 2022.
−Removed: December 1, 2021, the Company granted certain of its Directors and employees options to purchase a total of 7,000,000 of the Company’s
−Removed: common stock with an exercise price of $2.65 per share, a term of 5 years, and a shall vest upon a volume weighted average price (“VWAP”)
−Removed: of the Company’s common stock reaching the following targets:
−Removed: at such time as there is a VWAP equal to $2.50 of the Company’s
−Removed: common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest;
−Removed: at such time as there
−Removed: is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s
−Removed: Options shall vest;
−Removed: at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive
−Removed: trading days, 25% of each Executive’s Options shall vest;
−Removed: and at such time as there is a VWAP equal to $4.00 of the Company’s
−Removed: common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest.
−Removed: December 31, 2021, we issued 6,250 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our Chief Executive Officer, for settlement
−Removed: of $62,500 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from October 1, 2021 through December 31, 2021.
−Removed: on December 31, 2021 we issued 673 shares of our Series A preferred stock to Paul L.
−Removed: Kessler, our Executive Chairman, for settlement
−Removed: of $6,730 of compensation payable to Mr.
−Removed: Kessler under his employment agreement from December 23, 2021 through December 31, 2021.
−Removed: share of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate
−Removed: stated value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the
−Removed: currently effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175
−Removed: as of December 31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).
−Removed: the foregoing securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.
−Removed: January 1, 2022, the Company granted warrants to purchase shares the Company’s common stock to a consultant in connection with
−Removed: the issuance of Series C preferred stock as follows:
−Removed: a warrant to purchase 400,000 shares with an exercise price of $1.50 per share,
−Removed: and a term of 5 years;
−Removed: a warrant to purchase 250,000 shares with an exercise price of $2.50 per share, and term of 5 years;
−Removed: and a warrant
−Removed: to purchase 250,000 shares with an exercise price of $2.75 per share, and term of 5 years.
−Removed: January 1, 2022, the Company granted an officer 7,722 shares Series A preferred stock for settlement of $77,216 in compensation under
−Removed: his employment agreement for services provided through March 31, 2022.
−Removed: January 25, 2022, the Company granted an officer 30,000 shares of common stock as compensation under his employment agreement for services
−Removed: provided through December 31, 2021.
−Removed: On December 31, 2022 the shares were rescinded and returned to the Company.
−Removed: May 31, 2022, the Company issued 169,205 shares of common stock to Highwire Energy Partners, Inc.
−Removed: (“Highwire”) under the
−Removed: terms of the Binding Memorandum of Understanding for a Proposed Transaction.
−Removed: August 24, 2022, the Company entered into the Settlement with Alpha.
−Removed: The Settlement relates to a dispute with the Company’s then-CEO
−Removed: in connection with Alpha’s partial exercise on March 20, 2022 of the Warrant Shares.
−Removed: Pursuant to the Settlement, Alpha agreed to
−Removed: exchange the Warrant Shares for the Alpha Note.
−Removed: As of December 31, 2022 Alpha had returned 600,000 shares of common stock in connection
−Removed: with the Settlement.
−Removed: March 31, 2022, we issued 3,409 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our former co-Chief Executive Officer, for
−Removed: settlement of $34,090 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from January 1, 2022 through March 31, 2022.
−Removed: In addition, on March 31, 2022 we issued 4,941 shares of our Series A preferred stock to Paul L.
−Removed: Kessler, our Executive Chairman, for
−Removed: settlement of $49,410 of compensation payable to Mr.
−Removed: Kessler under his employment agreement from January 1, 2022 through March 31, 2022.
−Removed: June 30, 2022, we issued 5,361 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our former co-Chief Executive Officer, for
−Removed: settlement of $53,610 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from April 1, 2022 through June 30, 2022.
−Removed: In addition, on June 30, 2022 we issued 4,941 shares of our Series A preferred stock to Paul L.
−Removed: Kessler, our Executive Chairman, for
−Removed: settlement of $49,410 of compensation payable to Mr.
−Removed: Kessler under his employment agreement from April 1, 2022 through June 30, 2022.
−Removed: September 30, 2022, we issued:
−Removed: 902 shares of our Series A preferred stock to Scott D.
−Removed: Kaufman, our former co-Chief Executive Officer,
−Removed: for settlement of $9,020 of compensation payable to Mr.
−Removed: Kaufman under his employment agreement from July 1, 2022 through July 8, 2022;
−Removed: 2,958 shares of our Series A preferred stock to Paul L.
−Removed: Kessler, our Executive Chairman, for settlement of $29,580 of compensation payable
−Removed: Kessler under his employment agreement from July 1, 2022 through September 30, 2022;
−Removed: 8,333 shares of our Series A preferred stock
−Removed: Maatta, our Chief Executive Officer, for settlement of $83,333 of compensation payable to Mr.
−Removed: Maatta under his employment
−Removed: agreement from May 1, 2022 through September 30, 2022;
−Removed: and 3,426 shares of our Series A preferred stock to Scott Sheikh, our Chief Operating
−Removed: Officer and General Counsel, for settlement of $34,260 of compensation payable to Mr.
−Removed: Sheikh under his employment agreement from July
−Removed: 16, 2022 through September 30, 2022.
−Removed: December 31, 2022, we issued:
−Removed: 3,792 shares of our Series A preferred stock to Paul L.
−Removed: Kessler, our Executive Chairman, for settlement
−Removed: of $37,920 of compensation payable to Mr.
−Removed: Kessler under his employment agreement from October 1, 2022 through December 31, 2022;
−Removed: shares of our Series A preferred stock to John D.
−Removed: Maatta, our Chief Executive Officer, for settlement of $50,000 of compensation payable
−Removed: Maatta under his employment agreement from October 1, 2022 through December 31, 2022;
−Removed: 4,110 shares of our Series A preferred stock
−Removed: to Scott Sheikh, our Chief Operating Officer and General Counsel, for settlement of $41,110 of compensation payable to Mr.
−Removed: his employment agreement from October 1, 2022 through December 31, 2022, and 685 shares of our Series A preferred stock to Alan Urban,
−Removed: our former Chief Financial Officer, for settlement of $6,850 of compensation payable to Mr.
−Removed: Urban under his employment agreement from
−Removed: October 1, 2022 through December 31, 2022.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.