PROP on Nasdaq

Wizard Entertainment

Logo: https://www.sec.gov/Archives/edgar/data/1162896/000149315218014336/logo_001.jpg, Non-free logo, via Wikipedia5

Producer of multi-genre fan conventions

Wizard Entertainment Inc., formerly known as Wizard World, was a producer of multi-genre fan conventions across North America. The company that became Wizard Entertainment began in 1991 as Wizard Press, the publisher of the monthly magazine Wizard. That company evolved into a multi-title publishing company with diversified interests in branded products and related convention operations.3 It was founded by Gareb Shamus.1 Its shares trade on Nasdaq under the symbol PROP.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

1991Founded1

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  • TickerPROP on Nasdaq1
  • Industryentertainment1
  • HeadquartersNew York City1
  • Websitewww.wizardworld.com
  • Legal formDelaware corporation1
  • Incorporated inDE6
  • Business address55 Waugh Drive, Suite 400, Houston, Tx 770076
  • Filer categoryNon-accelerated filer, Smaller reporting company6
  • LEI549300NX50XL5HR17C264
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O COGENCY GLOBAL INC., 19904 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 33868124
Wizard World Comic Con Las Vegas 2015 Impersonating Vin Diesel (Richard B. Riddick) - Pitch Black (film) (16705430944)
Photo: Tomás Del Coro from Las Vegas, Nevada, USA, CC BY-SA 2.0, via Wikimedia Commons9

Wizard Entertainment Inc., formerly known as Wizard World, was a producer of multi-genre fan conventions across North America.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

27.1%Operating margin10
13.3%Net margin10
2943.8%Revenue growth, 202510
24.6%Return on equity10

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Crude Oil Sales brought in 76% of the revenue Wizard Entertainment broke down this way in fiscal 2025.

  1. Crude Oil Sales$204.0M1076%up 2994% from 2024
  2. NGLSales$28.1M1010%up 3448% from 2024
  3. Natural Gas Liquids (NGL)$28.1M1010%up 3448% from 2024
  4. Natural Gas Sales$9.5M104%up 1619% from 2024
Products and services by year
Products and services20242025
Crude Oil Sales$6.6M$204.0M
NGLSales$793.0K$28.1M
Natural Gas Liquids (NGL)$793.0K$28.1M
Natural Gas Sales$551.0K$9.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development63¢$152.9M
  • Other costs15¢$35.0M
  • Income tax9¢$21.7M
  • Profit13¢$32.1M

Out of $241.6M in revenue.10

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$153.9M

Out of $153.9M of cash from operations.10

Financial statements

Revenue1112131410$241.6M in 2025+2184% since 2019
0$100.0M$200.0M$300.0M2019: $10.6M$10.6M20192020: $412.3K$412.3K2020−96%2021: $369.8K$369.8K2021−10%2022: $517.6K$517.6K2022+40%2023: $1.5M$1.5M2023+199%2024: $7.9M$7.9M2024+414%2025: $241.6M$241.6M2025+2944%
Gross profit11$1.5M in 2020+67% since 2019
0$500.0K$1.0M$1.5M$2.0M2019: $904.6K$904.6K20192020: $1.5M$1.5M2020+67%
Operating income1112131510$65.6M in 2025
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2019: -$1.9M-$1.9M20192020: -$2.3M-$2.3M2020+22%2021: -$18.2M-$18.2M2021+701%2022: -$7.6M-$7.6M2022−58%2023: -$16.5M-$16.5M2023+117%2024: -$26.5M-$26.5M2024+60%2025: $65.6M$65.6M2025
Net income1112131510$32.1M in 2025
-$100.0M-$50.0M0$50.0M2019: -$2.2M-$2.2M20192020: -$1.9M-$1.9M2020−10%2021: -$17.3M-$17.3M2021+790%2022: -$13.4M-$13.4M2022−22%2023: -$79.1M-$79.1M2023+489%2024: -$40.9M-$40.9M2024−48%2025: $32.1M$32.1M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.10

Period ending2025-12-312024-12-31
Total revenues$241.6M$7.9M
Lease operating expenses$41.4M$1.3M
Transportation and processing expenses$8.9M$864.0K
Ad valorem and production taxes$21.2M$591.0K
Depreciation, depletion, and amortization$48.9M$427.0K
Accretion of asset retirement obligation$247.0K$6.0K
Exploration expenses$1.3M$734.0K
Abandonment and impairment of unproved properties$3.4M$0
General and administrative expenses$50.6M$30.6M
Total operating expenses$176.1M$34.5M
Income (loss) from operations$65.6M-$26.5M
Interest expense-$28.5M-$1.1M
Gain (loss) on derivatives, net$79.2M-$4.4M
Loss on adjustment to fair value embedded derivatives, debt, and warrants-$63.3M-$5.4M
Loss on issuance of debt$0-$3.0M
Interest income and other$759.0K$580.0K
Total other expenses-$11.9M-$13.4M
Income (loss) from operations before income taxes$53.7M-$39.9M
Income tax expense-$21.7M$0
Net income (loss) from continuing operations$32.1M-$39.9M
Loss from discontinued operations, net of taxes$0-$1.0M
Net loss from discontinued operations$0-$1.0M
Net income (loss) attributable to Prairie Operating Co.$32.1M-$40.9M
Series F preferred stock declared dividends-$11.3M$0
Series F preferred stock undeclared dividends-$1.2M$0
Remeasurement of Series F preferred stock-$80.5M$0
Net loss attributable to Prairie Operating Co. common stockholders-$60.9M-$40.9M
Net loss attributable to Prairie Operating Co. common stockholders - Diluted-$60.9M-$40.9M
Loss per share, basic (in Dollars per share)-$1-$3
Loss per share, diluted (in Dollars per share)-$1-$3
Weighted average common shares outstanding, basic (in Shares)45.2M shares15.5M shares
Weighted average common shares outstanding, diluted (in Shares)45.2M shares15.5M shares

Compare Wizard Entertainment with another company

Corporate structure

Wizard Entertainment sits at the top of its group. 11 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Wizard Entertainment

  • Wizard Entertainment Los Angeles, California, United States
    • Creek Road Miners Corp. (fka Kick the Can Corp) Subsidiary · Nevada, United States
    • Otter Holdings, LLC Subsidiary · Delaware, United States
    • Prairie Employee Benefit Pool, LLC Subsidiary · Delaware, United States
    • Prairie Gathering I, LLC Subsidiary · Delaware, United States
    • Prairie Minerals, LLC Subsidiary · Delaware, United States
    • Prairie Operating Co., LLC Subsidiary · Delaware, United States
    • Prairie Operating Employee Co., LLC Subsidiary · Delaware, United States
    • Prairie Operating Holding Co., LLC Subsidiary · Delaware, United States
    • Prairie SWD Co., LLC Subsidiary · Delaware, United States
    • Wizard Special Events, LLC Subsidiary · California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Wizard Entertainment reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$49.3M10 Dec 31, 2025$427.0K10 Dec 31, 2024+11455.7%
Property and equipment, net$824.5M10 Dec 31, 2025$134.6M10 Dec 31, 2024+512.4%
Operating-lease assets (leased space)$3.0M10 Dec 31, 2025$1.3M10 Dec 31, 2024+124.2%
Oil and gas properties$804.1M10 Dec 31, 2025$134.5M10 Dec 31, 2024+497.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.0K10 Dec 31, 2025$5.2M10 Dec 31, 2024−99.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$3.6M10 Dec 31, 2025$5.0K10 Dec 31, 2024+71980.0%

Properties, in its own words

The information required by Item 2. is contained in Item 1. Business and is incorporated herein by reference.

Item 2 of the 10-K filed Mar 31, 2026.18

The story

Founded by Gareb Shamus in 1991.1

Corporate history

Gareb Shamus founded Wizard magazine in January 1991 shortly after he graduated from college. The company was originally based in Congers, New York.

Wizard magazine was successful, and the company expanded its publishing operations with more magazines devoted to other elements of the collectible industry. Wizard purchased the Chicago Comicon in 1997 to expand from its core publishing business into trade/consumer conventions.

In early 2011, the company made some major corporate transitions. First, through an arrangement with Strato Malamas of the holding company GoEnergy, it became a publicly traded company known as Wizard World. At the same time, it abruptly canceled Wizard magazine and its other remaining publication, ToyFare, to focus on its convention business.

Shamus was pushed out as company CEO in late 2011; his position was taken in March 2012 by John Macaluso. In 2015, the company lost $4.25 million in revenue and cut back from 25 to 19 convention events in 2016. Less than a week after the announcement of the losses, Macaluso resigned as CEO and was replaced by John D. Maatta.

In 2018, Wizard World was renamed Wizard Entertainment, Inc.

In 2021, after selling its last few conventions to FanExpo, Wizard Entertainment essentially ceased to exist.

Beginnings and growth

Wizard purchased the Chicago Comicon in 1996; the renamed "Wizard World Chicago" was the template for a new kind of convention that shifted its focus from actual comic books to ancillary elements of pop culture fandom: celebrity performers, films, television, video games, and toys – "comic conventions" almost in name only. By 2006, Wizard World Chicago boasted a weekend attendance of over 58,000 people.

In May 2002, Wizard branched out from Chicago and produced Wizard World East at the Pennsylvania Convention Center in Philadelphia. And in 2003 the company produced Wizard World Texas, adding Wizard World Los Angeles in 2004 and Wizard World Boston in 2005.

Read the full text

In 2007–2008, Wizard held conventions in Los Angeles, Philadelphia, Chicago, and Texas. In 2008, Wizard began adding an academic forum called "Wizard World University," integrating scholarly panels into its conventions, beginning with the November convention in Arlington, Texas.

From Wikipedia’s article on Wizard Entertainment, shared under CC BY-SA 4.0.7

Leadership

Who has led Wizard Entertainment, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Products and brands

The COVID-19 pandemic hit Wizard Entertainment hard—as it did the convention business worldwide. Most 2020 conventions scheduled for after mid-March of that year were canceled, and many moved online in 2021.

Wizard World held only six in-person conventions in 2021, and that August the company announced it would be selling the convention events business to FanExpo, with the final Wizard World Chicago show occurring in October.

From Wikipedia’s article on Wizard Entertainment, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Creek Road Miners Corp. (fka Kick the Can Corp) Nevada8
  • Otter Holdings, LLC Delaware8
  • Prairie Employee Benefit Pool, LLC Delaware8
  • Prairie Gathering I, LLC Delaware8
  • Prairie Minerals, LLC Delaware8
  • Prairie Operating Co., LLC Delaware8
  • Prairie Operating Employee Co., LLC Delaware8
  • Prairie Operating Holding Co., LLC Delaware8
  • Prairie SWD Co., LLC Delaware8
  • Wizard Special Events, LLC California8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Creek Road Miners, Inc.May 7, 2021 to May 4, 20236
  • WIZARD BRANDS, INC.Aug 14, 2020 to Jun 10, 20216
  • WIZARD ENTERTAINMENT, INC.Oct 11, 2018 to May 19, 20206
  • Wizard World, Inc.Dec 15, 2010 to Oct 5, 20186
  • GOENERGY INCDec 5, 2001 to Jan 25, 20116

Timeline

  1. Aug 31, 20268-K Entered a material agreement; Change to shareholders' rights45
  2. Aug 17, 20268-K Results of operations46
  3. Aug 17, 20268-K Entered a material agreement; New debt or obligation; Change to shareholders' rights47
  4. Aug 10, 20268-K Entered a material agreement; Change to shareholders' rights48
  5. Jul 22, 20268-K Executive or director change; Regulation FD disclosure49
  6. Jul 9, 20268-K Listing notice or transfer50
  7. Jun 25, 20268-K Executive or director change51
  8. Jun 11, 20268-K Entered a material agreement; New debt or obligation; Change to shareholders' rights52
  9. Jun 5, 20268-K Shareholder vote53
  10. May 14, 20268-K Results of operations54
  11. Apr 22, 20268-K Executive or director change55
  12. Apr 9, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights56
  13. May 5, 2023New chief executive Edward Kovalik becomes CEO19
  14. Mar 29, 2021New chief executive Scott D. Kaufman becomes CEO20
  15. May 5, 2016New chief executive John D. Maatta becomes CEO21
  16. Apr 13, 2012New chief executive John Michael Macaluso becomes CEO22
  17. Oct 15, 2008New chief executive Terry Fields becomes CEO23
  18. 1991Founded Founded1

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.07 a share, on Nov 14, 2025.57

When it reported results

  1. Aug 17, 2026Reported quarterly or annual results46
  2. May 14, 2026Reported quarterly or annual results54
  3. Mar 30, 2026Reported quarterly or annual results58
  4. Nov 14, 2025Reported quarterly or annual results59
  5. Aug 12, 2025Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

408 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 90 major events, 154 insider forms, 33 large holders, 108 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Aug 31, 20268-K EDGAR
  5. Aug 17, 20268-K EDGAR
  6. Aug 17, 20268-K EDGAR
  7. Aug 14, 202610-Q EDGAR
  8. Aug 10, 20268-K EDGAR
  9. Aug 4, 2026SCHEDULE 13G EDGAR
  10. Aug 3, 20263 EDGAR
  11. Jul 23, 20264 EDGAR
  12. Jul 23, 20263 EDGAR
  13. Jul 23, 20264 EDGAR
  14. Jul 23, 20264 EDGAR
  15. Jul 23, 20264 EDGAR
  16. Jul 22, 20268-K EDGAR
  17. Jul 9, 20268-K EDGAR
  18. Jun 25, 20264 EDGAR
  19. Jun 25, 20268-K EDGAR
  20. Jun 11, 20268-K EDGAR

The 408 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

106 open-market trades by officers, directors and large owners since October 2021: 47 buys and 59 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 19, 2026Frommer Richard N.DirectorBuy75,500$0.87$65.7KForm 4
May 19, 2026Sweeney Daniel T.EVP, GC and Corp. Sec.Buy15,925$0.89$14.2KForm 4
Dec 29, 2025Narrogal Nominees Pty Ltd10% ownerBuy210,981$1.61$339.7KForm 4
Dec 24, 2025Narrogal Nominees Pty Ltd10% ownerBuy50,000$1.68$84.0KForm 4
Dec 19, 2025Narrogal Nominees Pty Ltd10% ownerBuy33,825$1.68$56.8KForm 4
Dec 18, 2025Narrogal Nominees Pty Ltd10% ownerBuy36,701$1.68$61.7KForm 4
Dec 17, 2025Narrogal Nominees Pty Ltd10% ownerBuy70,795$1.68$118.9KForm 4
Dec 16, 2025Narrogal Nominees Pty Ltd10% ownerBuy86,022$1.68$144.5KForm 4
Dec 15, 2025O'Neill Gregory K10% ownerBuy850,000$1.69$1.4MForm 4
Dec 12, 2025O'Neill Gregory K10% ownerBuy270,431$1.71$462.4KForm 4
Dec 10, 2025O'Neill Gregory K10% ownerBuy42,781$1.71$73.2KForm 4
Dec 9, 2025O'Neill Gregory K10% ownerBuy200$1.71$342Form 4
Nov 24, 2025O'Neill Gregory K10% ownerBuy3,831$1.70$6.5KForm 4
Nov 21, 2025Narrogal Nominees Pty Ltd10% ownerBuy236,977$1.69$399.5KForm 4
Nov 20, 2025O'Neill Gregory K10% ownerBuy50,000$1.72$86.0KForm 4
Nov 20, 2025Narrogal Nominees Pty Ltd10% ownerBuy800,000$1.71$1.4MForm 4
Nov 19, 2025Narrogal Nominees Pty Ltd10% ownerBuy199,271$1.72$342.7KForm 4
Nov 18, 2025Narrogal Nominees Pty Ltd10% ownerBuy131,814$1.75$230.7KForm 4
Nov 17, 2025Narrogal Nominees Pty Ltd10% ownerBuy168,897$1.75$295.6KForm 4
Nov 14, 2025Narrogal Nominees Pty Ltd10% ownerBuy199,463$1.73$345.1KForm 4

All 106 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Edward KovalikFormer Chairman and Chief Executive Officer$750.0K$6.9M72
2025Gary C. HannaFormer President$675.0K$6.9M72
2025Gregory S. PattonExecutive Vice President and Chief Financial Officer39$550.0K$4.9M72
2025Craig OwenFormer Executive Vice President and Chief Financial Officer$475.0K$962.9K72
2024Edward KovalikFormer Chairman and Chief Executive Officer$550.0K$3.9M72
2024Gary C. HannaFormer President$550.0K$3.9M72
2024Craig OwenFormer Executive Vice President and Chief Financial Officer$350.0K$2.2M72

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC2,756,018$2.0M0.0%+1,251,725
Aqr Capital Management LLC2,357,570$1.7M0.0%+2,134,866
Arax Advisory Partners1,423,685$1.0M0.0%+37,152
Lazard Asset Management LLC1,137,794$820.9K0.0%+979,087
UBS Group AG1,008,483$728.1K0.0%+709,268
BlackRock, Inc.879,964$634.9K0.0%−1,158,379
Susquehanna International Group, Llp860,777$621.1K0.0%−522,169
Geode Capital Management, LLC859,956$620.6K0.0%−27,387
Group One Trading LLC600,538$433.3K0.0%+169,412
Millennium Management LLC525,876$379.4K0.0%New
Vanguard Fiduciary Trust Co444,829$321.2K0.0%+208,022
Corient Private Wealth LP433,189$312.5K0.0%+363,209
Morgan Stanley366,506$264.4K0.0%−86,355
Fore Capital, LLC315,000$227.3K0.7%New
State Street Corp311,400$224.7K0.0%−256,518
ELCO Management Co., LLC301,968$217.9K0.1%+160,147
Transcend Capital Advisors, LLC267,031$192.7K0.0%New
Marex Group Ltd250,164$180.5K0.0%New
Wellington Management Group Llp248,762$179.5K0.0%+178,040
Bnp Paribas Financial Markets239,414$172.7K0.0%+232,391
Hsbc Holdings PLC227,110$154.4K0.0%New
Bank Of America Corp /de/187,928$135.5K0.0%+52,031
Ieq Capital, LLC177,722$128.2K0.0%+164,009
Marshall Wace, Llp177,575$127.9K0.0%New
Northern Trust Corp174,829$126.1K0.0%−64,868

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Wizard Entertainment is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPrairie Operating Co.2
  • CIK0001162896
  • Employer ID (EIN)98-035769018
  • Filer statusNon–accelerated filer not an emerging growth company; a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsDecember 312
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas2
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance2
  • Business address55 Waugh Drive, Suite 400, Houston, TX 770072
  • Phone(713) 424-42472
  • Shares outstanding112,798,010 as of Aug 10, 202617
  • Public float$74.1M as of Jun 30, 202518
  • AuditorDeloitte & Touche LLP, Houston, Texas PCAOB ID 298; no auditor attestation of internal control over financial reporting18
  • On EDGAR sinceDec 5, 20012
  • Filings754 in all: 4 (184), 8-K (151), 10-Q (54), CORRESP (52), UPLOAD (42), 3 (27), 8-K/A (21), SC 13D/A (21)2
    All 52 form types

    S-1/A (20), 10-K (19), 144 (12), NT 10-Q (10), 10-Q/A (8), 5 (8), EFFECT (8), DEF 14A (7), SB-2/A (7), SC 13G (7), 10-K/A (6), 424B5 (6), S-1 (6), SCHEDULE 13G (6), 4/A (5), D (5), NT 10-K (5), 1-A/A (4), SC 13D (4), SCHEDULE 13G/A (4), ARS (3), DEF 14C (3), DEFA14A (3), PRE 14C (3), RW (3), S-3 (3), SC 13G/A (3), SCHEDULE 13D/A (3), 10QSB (2), 424B3 (2), S-3/A (2), S-8 (2), SB-2 (2), 1-A (1), 10SB12G (1), 15-12G (1), 8-A12B (1), 8-A12G (1), CERT (1), PRE 14A (1), QUALIF (1), S-3MEF (1), SC 14F1 (1), SC 14F1/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Aug 31, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.01 par valuePROPNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Wizard Entertainment names in Item 1A of its 10-K filed Mar 31, 2026: 50 risks under these headings, as written.18

  • Risks Related to our E&P Assets
  • There is no assurance that we will be able to successfully drill producing wells. If any of our assets are not commercially productive of crude oil or natural gas, any funds spent on exploration and production may be lost.
  • The development of our estimated proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated proved undeveloped reserves may not ultimately be developed or produced.
  • Oil, natural gas, and NGLs prices are highly volatile. An extended decline in commodity prices may adversely affect our business, financial condition, or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
  • Our plan to develop and operate our existing and future E&P assets will require substantial additional capital, which we may be unable to raise on acceptable terms or at all in the future.
  • We have entered into hedging arrangements to hedge a significant portion of oil and natural gas production and are therefore exposed to fluctuations in the price of oil, natural gas, and NGLs which could be affected by continuing and prolonged declines in such prices. Any future hedging activities we may engage in may result in financial losses or could reduce our income.
  • Drilling for and producing oil and natural gas wells is a high–risk activity with many uncertainties that could adversely affect our business, financial condition, or results of operations.
  • We intend to pursue the development of our properties in the DJ Basin through horizontal drilling and completion. Horizontal development operations can be more operationally challenging and costly relative to vertical drilling operations.
  • Multi–well pad drilling and project development may result in volatility in our operating results.
  • Drilling locations that we decide to drill may not yield oil or natural gas in commercially viable quantities.
  • Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage.
  • Our future results of operations are highly dependent on our ability to find, develop, or acquire additional reserves.
The other 39 risks
  • Our estimated oil, natural gas, and NGLs reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in the reserve estimates or the underlying assumptions will materially affect the quantities and present value of our reserves.
  • To market our oil and natural gas production, we are dependent upon obtaining access to midstream infrastructure, including truck transportation, pipelines, transmission and/or storage and processing facilities. If we are unable to obtain such access on commercially reasonable terms or at all, we would be unable to market and sell our production and our business and financial position would be materially and adversely affected.
  • We will face strong competition from other oil and natural gas companies.
  • Government regulation and liability for oil and natural gas operations may adversely affect our business and results of operations.
  • All of our E&P assets are located in the DJ Basin, making us vulnerable to risks associated with operating primarily in a single geographic area.
  • Our operations are subject to federal, state and local laws and regulations related to environmental and natural resources protection and occupational health and safety, which may expose us to significant costs and liabilities and result in increased costs and additional operating restrictions or delays.
  • Our oil and natural gas exploration, production, and development activities may be subject to a series of risks related to climate change and energy transition initiatives.
  • Our oil and natural gas exploration, production, and development activities may be subject to physical risks related to potential climate change impacts.
  • Our business and ability to secure financing may be adversely impacted by increasing stakeholder and market attention to ESG matters.
  • Restrictions and regulations regarding hydraulic fracturing could result in increased costs, delays and cancellations in our planned oil, natural gas, and NGLs exploration, production, and development activities.
  • Our planned oil, natural gas, and NGLs exploration and production activities could be adversely impacted by restrictions on our ability to obtain water or dispose of produced water.
  • Laws and regulations pertaining to the protection of threatened and endangered species and their habitats could delay, restrict or prohibit our planned oil, natural gas, and NGLs exploration and production operations and adversely affect the development and production of our reserves.
  • Certain U.S. federal income tax deductions currently available with respect to natural gas and oil exploration and development may be eliminated as a result of future legislation.
  • Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.
  • Risks Related to the Company
  • We have historically incurred significant losses, and may be unable to continuously generate profitability. Our ability to successfully operate and expand our business is dependent our ability to raise additional capital to support our drilling program on our existing assets.
  • We will require significant additional capital to fund our growing operations; we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.
  • We need to manage growth in operations to maximize our potential growth and achieve our expected revenues. Our failure to manage growth can cause a disruption of our operations that may result in the failure to generate revenues at levels we expect.
  • We depend on the services of a small number of key personnel, and may not be able to operate and grow our business effectively if we lose their services or are unable to attract qualified personnel in the future, including as a result of recent leadership changes.
  • Past performance by members of the Company’s management team may not be indicative of the future performance of the Company.
  • We will rely on key contracts and business relationships, and if our current or future business partners or contracting counterparties fail to perform or terminate any of their contractual arrangements with us for any reason or cease operations, or should we fail to adequately identify key business relationships, our business could be disrupted and our reputation may be harmed.
  • Terrorist attacks, cyberattacks and threats could have a material adverse effect on our business, financial condition and results of operations.
  • The terms of our indebtedness and our Series F Preferred Stock may restrict our future business and operations.
  • Acquisitions, joint ventures or similar strategic relationships may disrupt or otherwise have a material adverse effect on our business and financial results.
  • Our Charter provides for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us and harm the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.
  • Future litigation or governmental proceedings could result in material adverse consequences to us, including judgments or settlements.
  • Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes–Oxley Act of 2002 could result in a restatement of our financial statements, cause investors to lose confidence in our financial statements and our Company and have a material adverse effect on our business and stock price.
  • The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes–Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost–effective manner.
  • We are a “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.
  • Our Charter and Bylaws designate the state and federal courts located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favourable judicial forum for disputes with us or our directors, officers, employees or agents.
  • We may not be able to use a portion of our net operating loss carryforwards and other tax attributes to reduce our future U.S. federal and state income tax obligations, which could adversely affect our cash flows.
  • Risks Related to the Ownership of our Common Stock
  • The shares of our Common Stock issuable upon conversion or exercise of, or as dividend payments on, as applicable, the outstanding Series D Preferred Stock, Series F Preferred Stock, Series D PIPE Warrants, Series E A Warrants, Exok Warrants, Subordinated Note Warrants, Series F Preferred Stock Warrants (if issued), and Merger Options could substantially dilute your investment and adversely affect the market price of our Common Stock.
  • Our stock price has fluctuated and been volatile in the past and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses.
  • The Series F Preferred Stock may adversely affect the market price of our Common Stock.
  • Our Common Stock ranks junior to our outstanding preferred stock, including the Series F Preferred Stock, with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding–up of our affairs.
  • Future sales of our Common Stock, or the perception that such future sales may occur, may cause our stock price to decline.
  • Our Board of Directors has broad discretion to issue additional securities, and in order to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders.
  • If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Common Stock or if our operating results do not meet their expectations, our stock price could decline.
  • Insiders have substantial control over the Company, and they could delay or prevent a change in our corporate control even if our other stockholders want it to occur.
  • We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on your investment may be limited to increases in the market price of our Common Stock.

Legal proceedings

The Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self–regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our Common Stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

The opening of Item 3, Legal Proceedings.18

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