Creek Road Miners, Inc. announced that it has entered into a securities purchase agreement with a number of investors for aggregate gross proceeds of $17.3 million on May 3, 2023. The company issued Series D preferred stock with a stated value of $1,000 per share and convertible to shares of common stock at a price of $0.175 per share and 100% warrant coverage for each of Series A warrants to purchase shares of common stock and Series B warrants to purchase shares of common stock. The warrants will be exercisable at a price of $0.21 per share (or $6.00 per share after the consummation of a reverse stock split of the shares of common stock at a ratio of 1-28.57142857) subject to adjustments as provided under the terms of the warrants.

The warrants will be exercisable at any time on or after the closing date of the transaction until the expiration thereof, except that the warrants cannot be exercised by a PIPE Investor if, after giving effect thereto, such PIPE Investor would beneficially own more than 4.99% of the outstanding shares of common stock, which maximum percentage may be increased or decreased by the PIPE Investor, upon written notice to the company, to any specified percentage not in excess of 9.99%. The Series A warrants have a term of one year from the date of issuance, and the Series B warrants have a term of five years from the date of issuance. The investor will not have the right to convert any portion of their preferred stock, together with its affiliates, would beneficially own in excess of 4.99% (or up to 9.99% at the election of the holder) of the number of shares of common stock outstanding immediately after giving effect to such conversion.

In connection with the closing of the transactions, the holders will execute lock-up agreements that impose limitations on any sale of shares of common stock until 120 days after execution, subject to certain exceptions. The company intends to close the transaction immediately after the closing of the merger.