12/07/2021 | Press release | Distributed by Public on 12/07/2021 13:22
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): December 1, 2021
Creek Road Miners, Inc.
(Exact name of Registrant as specified in its charter)
(State or other Jurisdiction of
2700 Homestead Road, Suite 50
Park City, UT84098
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule l 4a- l 2 under the Exchange Act (17 CFR 240. l 4a- l 2)|
|☐||Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2021, Scott D. Kaufman resigned his position as Chairman of the Board of Directors of the Company (the "Board") and Paul L. Kessler was appointed to serve as the Executive Chairman of the Board. Prior to his appointment, Mr. Kessler had been serving as a member of the Board. Following his resignation, Mr. Kaufman will continue to serve as a member of the Board and as Chief Executive Officer and President of the Company. Mr. Kaufman's resignation was not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Mr. Kessler combines over 30 years of experience as an investor, financier and venture capitalist. In 2000, Mr. Kessler founded Bristol Capital Advisors, LLC, a Los Angeles based investment advisor, and has served as the Principal and Portfolio Manager from 2000 through the present. Mr. Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and re-structuring investment transactions. He is involved in all aspects of the investment process including identification and engagement of portfolio companies. His investment experience encompasses both public and private companies. Mr. Kessler has actively worked with executives and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests with shareholders. Mr. Kessler is 60 years of age.
New compensation arrangements with Mr. Kaufman and Mr. Kessler are currently being finalized.
Item 5.03 Amendments to Articles of Incorporation.
On December 1, 2021, the Company amended its Certificate of Incorporation by filing with the Office of the Secretary of State of the State of Delaware a Certificate of Designation of Series C Preferred Stock designating 15,000 shares of its authorized preferred stock as Series C Preferred Stock. A copy of the designation is attached as Exhibit 3.1.
Item 9.01 Exhibit
|Exhibit No.||Description of Exhibit|
|3.1||Certificate of Designation of Series C Preferred Stock|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Creek Road Miners, Inc.|
|a Delaware corporation|
|Dated: December 7, 2021||By:||/s/ Scott D. Kaufman|
|Scott D. Kaufman, CEO|