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Common Stock Options and Warrants
9 Months Ended
Sep. 30, 2023
Common Stock Options And Warrants  
Common Stock Options and Warrants

Note 12. Common Stock Options and Warrants

 

Legacy Options

 

Upon the Merger, the Company assumed 7,087 options to purchase shares of the Company’s Common Stock (the “Legacy Options”) with a weighted average exercise price of $28.57 per share. The Legacy Options expired on August 1, 2023.

 

Merger Options

 

On August 31, 2022, Prairie LLC entered into agreements with its members whereby each member was provided non-compensatory options to purchase a 40% membership interest in the Company for an aggregate purchase price of $1,000,000 per member. The non-compensatory options were sold for $80,000. The non-compensatory options only become exercisable in 25% increments upon the achievement of the following production milestones in barrels of oil equivalent per day (“BOE/D”): 2,500 BOE/D, 5,000 BOE/D, 7,500 BOE/D, and 10,000 BOE/D.

 

On May 3, 2023, prior to the closing of the Merger, Prairie LLC entered into a non-compensatory option purchase agreement with its members, Bristol Capital LLC and BOKA Energy LP, a third-party investor pursuant to which Bristol Capital LLC and BOKA Energy LP purchased non-compensatory options for $24,000 and $8,000, respectively, from Prairie LLC’s members. Upon the Merger, the Company converted the non-compensatory options to purchase membership interests of Prairie LLC outstanding and unexercised as of immediately prior to the Merger into options to acquire an aggregate of 8,000,000 shares of Common Stock for an exercise price of $7.14 per share (“Merger Options”), which are only exercisable if the production hurdles noted above are achieved, and the Company entered into the Option Agreements with each of Gary C. Hanna, Edward Kovalik, Bristol Capital LLC and BOKA Energy LP. Erik Thoresen, a director of the Company, is affiliated with BOKA Energy LP. An aggregate of 2,000,000 Merger Options are subject to be transferred to the Series D PIPE Investors, based on their then percentage ownership of the Series D Preferred Stock to the aggregate Series D Preferred Stock outstanding and held by all Series D PIPE Investors as of the Closing Date, if the Company does not meet certain performance metrics by May 3, 2026.

 

On August 30, 2023, the Company, Gary C. Hanna, Edward Kovalik, Bristol Capital LLC and Georgina Asset Management, LLC (“Georgina Asset Management”) entered into a non-compensatory option purchase agreement, pursuant to which Georgina Asset Management agreed to purchase, and each of Gary C. Hanna, Edward Kovalik and Bristol Capital (collectively, the “Sellers”) agreed to sell to Georgina Asset Management for an aggregate purchase price of $2,000, Merger Options to acquire an aggregate of 200,000 shares of Common Stock for an exercise price of $7.14 per share.

 

None of the Merger Options were exercisable at September 30, 2023.

 

Legacy Warrants

 

Upon the Merger, the Company assumed warrants to purchase 53,938 shares of the Company’s Common Stock with a weighted average exercise price of $49.71 per share (the “Legacy Warrants”). Legacy Warrants providing the right to purchase 53,938 common shares were outstanding at September 30, 2023 with a weighted average remaining contractual life of 2.4 years.

 

Series D PIPE Warrants

 

The Series D PIPE Warrants provide the warrant holders with the right to purchase an aggregate of 6,950,000 shares of Common Stock at an exercise price of $6.00 per share. The Series D A Warrants expire on May 3, 2028 and may be exercised in a cashless manner under certain circumstances. The Series D B Warrants expire on May 3, 2024 and must be exercised for cash. Series D A Warrants providing the right to purchase 3,475,250 shares of Common Stock and Series D B Warrants providing the right to purchase 3,475,250 shares of Common Stock were outstanding at September 30, 2023.

 

 

Series E PIPE Warrants

 

The Series E PIPE Warrants provide the warrant holders with the right to purchase 8,000,000 shares of Common Stock at an exercise price of $6.00 per share. The Series E A Warrants expire on August 15, 2028 and may be exercised in a cashless manner under certain circumstances. The Series E B Warrants expire on August 15, 2024 and must be exercised for cash. The Series E A Warrants providing the right to purchase 4,000,000 shares of Common Stock and Series E B Warrants providing the right to purchase 4,000,000 shares of Common Stock were outstanding at September 30, 2023.

 

Exok Warrants

 

The Exok Warrants provide the warrant holders with the right to purchase 670,499 shares of Common Stock at an exercise price of $7.43 per share. The Exok Warrants expire on August 15, 2028 and may be exercised in a cashless manner under certain circumstances. Exok Warrants providing the right to purchase 670,499 shares of Common Stock were outstanding at September 30, 2023.