Form 8-K Creek Road Miners, Inc. For: Aug 08
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or other Jurisdiction
of Incorporation or organization)
(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).
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 August 8, 2022, Scott D. Kaufman resigned from his positions as Co-Chief Executive Officer of Creek Road Miners, Inc. (the “Company”) and a member of the Company’s Board of Directors (the “Board”). Mr. Kaufman’s resignation letter outlined several disagreements with the Company, which were not mutually exclusive, related to its operations, policies and practices, including the limitations on Mr. Kaufman’s responsibilities as Co-Chief Executive Officer, the Board’s business strategy, actions and corporate governance policies and the Board’s actions and inactions with respect to his personal financial arrangements with the Company.
A copy of the emailed letter from Mr. Kaufman to the Board and Scott A. Sheikh, the Company’s General Counsel, regarding Mr. Kaufman’s decision to resign as Co-Chief Executive Officer and a member of the Board is attached to this Current Report on Form 8-K as Exhibit 99.1.
The Company will provide Mr. Kaufman a copy of the disclosures it is making in this Item 5.02 no later than the day the Company files the disclosures with the SEC. The Company will provide Mr. Kaufman with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether Mr. Kaufman agrees with the statements made by the Company in this Item 5.02 and, if not, stating the respects in which he does not agree. The Company will file any letter provided by Mr. Kaufman in relation thereto by amendment to this Current Report within two business days after receipt by the Company.
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: August 12, 2022||By:||/s/ John D. Maatta|
|John D. Maatta|
|Chief Executive Officer|
Item 9.01 Financial Statements and Exhibits
|99.1||Email from Scott Kaufman to Board of Directors of Creek Road Miners, Inc., and Scott A. Sheikh, General Counsel, dated August 8, 2022.|
|104||Cover Page Interactive Data File (embedded within the inline XBRL document)|
3201 Creek Road
Park City, UT 84098
August 8, 2022
Creek Road Miners, Inc.
2700 Homestead Road, Suite 50
Park City, UT 84098
Attention: Board of Directors c/o Scott A. Sheikh, General Counsel
Email: [email protected]
Re: Resignation of Scott D. Kaufman
Dear Board of Directors and Mr. Sheikh:
I hereby resign as Chief Executive Officer (“CEO”) and Director of Creek Road Miners, Inc. (“Creek Road Miners” or the “Company”), effective immediately.
Thank you for the opportunity to work with all of you in connection with Creek Road Miners, formerly Wizard Brands, Inc. (“Wizard”). I am proud of what we accomplished, first quickly pivoting Wizard, a live pop culture events company, into a successful online business within weeks of the Covid lockdown, and then pivoting again to a revenue producing proof of concept cryptocurrency mining facility. As I am sure you all know, I continue to believe in the Company’s potential, but in light of recent events, I have come to realize that it is no longer in my or the Company’s best interests to remain with Creek Road Miners. Those recent events include, without limitation:
(i) the Board’s decision to materially diminish my responsibilities as CEO, including by (x) requiring that the payment of any and all account payables be approved by Michael Breen, a director and (y) refusing to evaluate, let alone implement, any of the several financial restructuring plans I have proposed;
(ii) the Executive Chairman’s decision to exclude me from all meetings, negotiations, and strategic planning related to extraordinary transactions, including the recently announced transaction with Prairie Operating Co., LLC (the “Prairie Transaction”);
(iii) the Executive Chairman’s and Mr. Breen’s refusal to attend Board meetings I have called pursuant to the Company’s governing documents;
(iv) the Board’s refusal to enforce existing corporate governance policies or to address the need for updated policies, including the Company’s Insider Trading Policy;
(v) the Company’s decision, at the direction of the Executive Chairman, to materially deviate from the cryptocurrency mining business plans set forth in the Company’s 10-K and recently approved S-1;
(vi) the Company’s refusal, at the direction of the Executive Chairman, to approve the return of the $500,000 investment received from the Leviston Investors, which was earmarked by the investor for the Tilden transaction, which never transpired; and
(vii) the Company’s continuing refusal, at the direction of the Executive Chairman and Mr. Breen, to pay any account payables (approximately $500,000), some of which may now be materially in arrears.
Additionally, the Executive Chairman and others have created an adverse and openly hostile work environment. Among other things, the Executive Chairman recently threatened to derail the Prairie Transaction unless I agreed to certain unfavorable financial terms. He also threatened legal action against me if I did not immediately agree to reduce my compensation and to forgo certain benefits that would have accrued to me upon a change of control. In an effort to avoid a dispute, I agreed to those terms (without the ability to consult with counsel) and as a result, my compensation upon a change of control, $750,000 in severance payments that would be due to me was redirected further down the payment waterfall, primarily benefiting the Executive Chairman.
In light of the foregoing, I hereby tender my resignation as CEO and Director, effectively immediately. I also hereby request, in accordance with the terms of my employment agreement, dated as of December 23, 2021, as amended, and the Board’s September 7, 2021 Unanimous Written Consent, that the Company pay the $222,379.20 in past due expense reimbursements owed to me, which amount consists of the following:
● Non-accountable expense reimbursement of $200,000 (“Expense Payment”), and
● $22,379.20 for insurance reimbursement (“Insurance Payment”).
The payments should be made within three business days of the date of this letter.
It is my sincere hope that the acquisition plans being put in place for Creek Road Miners by the Executive Chairman and his team will bring great success to Company’s investors and stakeholders, and I wish you all the best. I also hope that we can part ways amicably, but if we cannot do so, for the avoidance of doubt, I reserve fully all of my rights and remedies available under contract, at law, and in equity.
|/s/ Scott Kaufman|
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