UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Prairie
Operating Co.
(Name
of Issuer)
Common
Stock, par value $0.0001
(Title
of Class of Securities)
739650109
(CUSIP
Number)
Gregory
K. O’Neill
Level
27, 60 City Road Southbank
Melbourne, Australia
+ 61 3 9694 3000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
13, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 739650109 | SCHEDULE 13D | Page 1 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Narrogal
Nominees Pty Ltd ATF Gregory K O’Neill Family Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,478,567(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,478,567(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,478,567(1) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00%(2) |
| 14 |
TYPE
OF REPORTING PERSON
OO
(Australian Trust)
|
| (1) | Includes
(i) 2,039,614 shares of Common Stock (as defined below); and (ii) 438,953 shares of Common
Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrants
(as defined below) or the Series E Warrants (as defined below). The shares reported herein
do not include 15,561,047 shares of Common Stock that underlie, in the aggregate, the Series
D Preferred Stock (as defined below), the Series D A Warrants, the Series E Preferred Stock
(as defined below), the Series E A Warrants (as defined below) and the Series E B Warrants
(as defined below), as the exercise or conversion of these securities is subject to the Beneficial
Ownership Limitation (as defined below). |
| | |
| (2) | This
percentage is based on 9,914,268 shares of Common Stock outstanding, which includes (i) 7,475,315
shares of Common Stock outstanding as of November 9, 2023 (as reported in the Quarterly Report
of the Issuer (as defined below) on Form 10-Q filed with the Securities and Exchange Commission
(the “SEC”) on November 14, 2023); (ii) 2,000,000 shares of Common Stock issued
to the Family Trust (as defined below) in connection with the exercise of the Series D B
Warrants (as defined below) on November 13, 2023 (as further described in Item 3); and (iii)
438,953 shares of Common Stock issuable within 60 days of the date hereof upon the exercise
of the Series D A Warrants or Series E Warrants. |
| CUSIP No. 739650109 | SCHEDULE 13D | Page 2 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Narrogal
Nominees Pty Ltd |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,478,567(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,478,567(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,478,567(1) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00%(2) |
| 14 |
TYPE
OF REPORTING PERSON
OO
(Australian proprietary company)
|
| (1) | Includes
(i) 2,039,614 shares of Common Stock; and (ii) 438,953 shares of Common Stock issuable within
60 days of the date hereof upon the exercise of the Series D A Warrants or the Series E Warrants.
The shares reported herein do not include 15,561,047 shares of Common Stock that underlie,
in the aggregate, the Series D Preferred Stock, the Series D A Warrants, the Series E Preferred
Stock, the Series E A Warrants and the Series E B Warrants, as the exercise or conversion
of these securities is subject to the Beneficial Ownership Limitation. |
| | |
| (2) | This
percentage is based on 9,914,268 shares of Common Stock outstanding, which includes (i) 7,475,315
shares of Common Stock outstanding as of November 9, 2023 (as reported in the Quarterly Report
of the Issuer on Form 10-Q filed with the SEC on November 14, 2023); (ii) 2,000,000 shares
of Common Stock issued to the Family Trust in connection with the exercise of the Series
D B Warrants on November 13, 2023 (as further described in Item 3); and (iii) 438,953 shares
of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series
D A Warrants or Series E Warrants. |
| CUSIP No. 739650109 | SCHEDULE 13D | Page 3 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Gregory
K. O’Neill |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,478,567(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,478,567(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,478,567(1) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Includes
(i) 2,039,614 shares of Common Stock; and (ii) 438,953 shares of Common Stock issuable within
60 days of the date hereof upon the exercise of the Series D A Warrants or the Series E Warrants.
The shares reported herein do not include 15,561,047 shares of Common Stock that underlie,
in the aggregate, the Series D Preferred Stock, the Series D A Warrants, the Series E Preferred
Stock, the Series E A Warrants and the Series E B Warrants, as the exercise or conversion
of these securities is subject to the Beneficial Ownership Limitation. |
| | |
| (2) | This
percentage is based on 9,914,268 shares of Common Stock outstanding, which includes (i) 7,475,315
shares of Common Stock outstanding as of November 9, 2023 (as reported in the Quarterly Report
of the Issuer on Form 10-Q filed with the SEC on November 14, 2023); (ii) 2,000,000 shares
of Common Stock issued to the Family Trust in connection with the exercise of the Series
D B Warrants on November 13, 2023 (as further described in Item 3); and (iii) 438,953 shares
of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series
D A Warrants or Series E Warrants. |
| CUSIP No. 739650109 | SCHEDULE 13D | Page 4 of 8 Pages |
|
Item
1. | SECURITY
AND ISSUER |
The
class of equity security to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, par value
$0.01 per share (“Common Stock”), of Prairie Operating Co., a Delaware corporation (the “Issuer”). The address
of the principal executive offices of the Issuer is 602 Sawyer Street, Suite 710, Houston, TX 77007. Information given in response to
each item shall be deemed incorporated by reference in all other items, as applicable.
| Item
2. | IDENTITY
AND BACKGROUND
|
(a)
This Schedule 13D is filed by:
(i)
Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust, a trust organized under the laws of Australia (the “Family
Trust”);
(ii)
Narrogal Nominees Pty Ltd, a proprietary company organized under the laws of Australia (“Narrogal Nominees”), as trustee
to the Family Trust; and
(iii)
Gregory K. O’Neill, an Australian citizen, as Sole Director of Narrogal Nominees (“Mr. O’Neill,” collectively
with the Family Trust and Narrogal Nominees, the “Reporting Persons”).
(b)
The address of each of the Reporting Persons is Level 27, 60 City Road Southbank, Melbourne, Australia.
(c)
The Family Trust is principally engaged in the business of holding, managing and distributing the property of the Family Trust and proceeds
therefrom. The principal business of Narrogal Nominees is to act as the Trustee of the Family Trust for the benefit of the beneficiaries
thereof. O’Neill is the Chairman of Watermill Capital Partners, a private family office. The address of Watermill Capital Partners
is Level 27, 60 City Road Southbank, Melbourne, Australia.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The information from the response in subpart (a) of this section is incorporated by reference herein.
| Item
3. | SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The
information contained in Item 4 is incorporated herein by reference.
The
Series D PIPE
On
May 3, 2023, the Family Trust and the Issuer entered into a securities purchase agreement (the “Series D Securities Purchase Agreement”),
pursuant to which the Family Trust agreed to purchase, and the Issuer agreed to sell to the Family Trust, certain securities of the Issuer
for an aggregate of $10 million, paid from working capital of Narrogal Nominees, consisting of: (i) 10,000 shares of Series D preferred
stock, par value $0.01 per share (“Series D Preferred Stock”), with a stated value of $1,000 per share and convertible to
2,000,000 shares of Common Stock at a price of $5.00 per share, and (ii) A warrants to purchase 2,000,000 shares of Common Stock (the
“Series D A Warrants”) and B warrants to purchase 2,000,000 shares of Common Stock (the “Series D B Warrants”
and together with the Series D A Warrants, the “Series D Warrants”), in a private placement (the “Series D PIPE”).
The
Series D Warrants are exercisable at a price of $6.00 per share, subject to adjustments as provided under the terms of the Series D Warrants.
The Series D Warrants are exercisable at any time on or after May 3, 2023, the closing date of the Series D PIPE (the “Series D
Closing Date”), until the expiration thereof, except that the Series D Warrants cannot be exercised by the Family Trust if, after
giving effect thereto, the Family Trust would beneficially own more than 4.99% (the “Maximum Percentage”) of the outstanding
shares of Common Stock, which Maximum Percentage may be increased or decreased by the Family Trust, upon written notice to the Issuer,
to any specified percentage not in excess of 9.99% (the “Beneficial Ownership Limitation”). The Series D A Warrants have
a term of five years from the date of issuance, and the Series D B Warrants have a term of one year from the date of issuance.
In
connection with the consummation of the Series D PIPE, the Issuer filed the Certificate of Designation of Preferences, Rights and Limitations
of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), which sets forth the terms and provisions
of the Series D Preferred Stock. Subject to limited exceptions, the Family Trust will not have the right to convert any portion of their
Series D Preferred Stock if the Family Trust, together with its affiliates, would beneficially own in excess of 4.99% (or up to 9.99%
at the election of the Family Trust) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
In
connection with the Series D PIPE, the Family Trust entered into a registration rights agreement, dated May 3, 2023 (the “Series
D Registration Rights Agreement”), with the other Purchasers (as defined therein) party thereto and the Issuer, pursuant to which
the Issuer agreed to submit to or file with the SEC, within 45 calendar days after the Series D Closing Date, a registration statement
registering the resale of the shares of Common Stock underlying the Series D Preferred Stock and Series D Warrants (the “Series
D Resale Registration Statement”), and the Issuer agreed to use its best efforts to have the Series D Resale Registration Statement
declared effective as promptly as possible after the filing thereof but no later than ninety (90) calendar days (or one hundred twenty
(120) calendar days if the SEC notifies the Issuer that it will review the Series D Resale Registration Statement) following the Series
D Closing Date.
| CUSIP No. 739650109 | SCHEDULE 13D | Page 5 of 8 Pages |
This
summary is qualified by the actual terms of (i) the Series D Securities Purchase Agreement, (ii) the Series D Warrants, (iii) the Series
D Certificate of Designation; and (iv) the Series D Registration Rights Agreement, forms of each of which are filed as exhibits to this
Schedule 13D and incorporated herein by reference.
The
Series E PIPE
On
August 15, 2023, the Issuer entered into a securities purchase agreement (the “Series E Securities Purchase Agreement”) with
the Family Trust, pursuant to which the Family Trust agreed to purchase, and the Issuer agreed to sell to the Family Trust, certain securities
of the Issuer for an aggregate of $20.0 million, paid from working capital of Narrogal Nominees, consisting of (i) 1,131,856 shares of
Common Stock (the “PIPE Shares”), (ii) 20,000 shares of Series E preferred stock, par value $0.01 per share (“Series
E Preferred Stock”), with a stated value of $1,000 per share, convertible into 4,000,000 shares of Common Stock at a price of $5.00
per share, and (iii) A warrants to purchase 4,000,000 shares of Common Stock (“Series E A Warrants”) and B warrants to purchase
4,000,000 shares of Common Stock (“Series E B Warrants” and together with the Series E A Warrants, the “Series E Warrants”)
in a private placement (the “Series E PIPE”).
The
Series E Warrants are exercisable at a price of $6.00 per share, subject to adjustments as provided under the terms of the Series E Warrants.
The Series E Warrants are exercisable at any time on or after August 15, 2023, the closing date of the Series E PIPE (the “Series
E Closing Date”), until the expiration thereof, except that the Series E Warrants cannot be exercised by the Family Trust if, after
giving effect thereto, the Family Trust would beneficially own more than 4.99% (or up to 9.99% at the election of the Family Trust) of
the outstanding shares of Common Stock. The Series E A Warrants have a term of five years from the date of issuance, and the Series E
B Warrants have a term of one year from the date of issuance.
In
connection with the consummation of the Series E PIPE, the Issuer filed the Certificate of Designation of Preferences, Rights and Limitations
of Series E Convertible Preferred Stock (the “Series E Certificate of Designation”), which sets forth the terms and provisions
of the Series E Preferred Stock. Subject to limited exceptions, the Family Trust will not have the right to convert any portion of their
Series E Preferred Stock if the Family Trust, together with its affiliates, would beneficially own in excess of 4.99% (or up to 9.99%
at the election of the Family Trust) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
In
connection with the Series E PIPE, the Family Trust entered into a registration rights agreement, dated August 15, 2023 (the “Series
E Registration Rights Agreement”), with the other Holders (as defined therein) party thereto and the Issuer, pursuant to which
the Issuer agreed to submit to or file with the SEC, within the later of (i) 45 calendar days after the Series E Closing Date and (ii)
45 calendar days after the SEC declares the Series D Resale Registration Statement effective, a registration statement registering the
resale of the PIPE Shares, shares of Common Stock underlying the Series E Preferred Stock and Series E Warrants, and certain other shares
(the “Series E Resale Registration Statement”), and the Issuer agreed to use its best efforts to have the Series E Resale
Registration Statement declared effective as promptly as possible after the filing thereof but no later than ninety (90) calendar days
(or one hundred twenty (120) calendar days if the SEC notifies the Issuer that it will review the Series E Resale Registration Statement)
following the later of (x) the Series E Closing Date and (y) the date the SEC declares the Series D Resale Registration Statement effective.
The
Issuer’s obligations under the Series E Securities Purchase Agreement, the Series E Warrants, the Series E Registration Rights
Agreement and the Series E Certificate of Designation are secured by a lien as described under the Deed of Trust, Mortgage, Assignment
of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated August 15, 2023 (the “Deed of Trust”),
from Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie LLC”), to Mr. O’Neill for the benefit
of the Family Trust. Upon commencement of a voluntary bankruptcy proceeding by Prairie LLC or involuntary bankruptcy proceeding against
Prairie LLC, the Family Trust will have the right and option to proceed with foreclosure and to sell all or any portion of the Collateral
(as defined in the Deed of Trust). In the event that no shares of Series E Preferred Stock remain outstanding (whether by conversion,
redemption or otherwise) or are no longer beneficially owned or otherwise held by the Family Trust (or any of its affiliates), the lien
on the Collateral under the Deed of Trust will be released in accordance with the terms and procedures set forth therein.
This
summary is qualified by the actual terms of (i) the Series E Securities Purchase Agreement, (ii) the Series E A Warrants, (iii) the Series
E B Warrants, (iv) the Series E Certificate of Designation, (v) the Series E Registration Rights Agreement, and (vi) the Deed of Trust,
forms of each of which are filed as exhibits to this Schedule 13D and incorporated herein by reference.
Series
D B Warrants Exercise and Amendment and Waiver of Exercise Limitations
On
November 13, 2023, the Family Trust delivered notice to the Issuer of the exercise of the Series D B Warrants to purchase 2,000,000 shares
of Common Stock at an exercise price of $6.00 per share for a total exercise price of $12 million, paid from the working capital of Narrogal
Nominees (the “Warrant Exercise”). The Series D B Warrants were originally issued on May 3, 2023, in connection with the
Series D PIPE. The issuance of shares of Common Stock pursuant to the Warrant Exercise was made pursuant to the exemption from registration
contained in Section 4(a)(2) under the Securities Act.
In
connection with the Warrant Exercise, the Family Trust (a) entered into an agreement with the Issuer (the “Amendment and Waiver
Letter Agreement”), pursuant to which the terms of each of the Series D Warrants and Series E Warrants were amended to increase
the maximum Beneficial Ownership Limitation from 9.99% to 25% and (b) gave notice to the Issuer that it was increasing its Beneficial
Ownership Limitation to 25% with respect to each of the Series D Warrants and Series E Warrants. The maximum Beneficial Ownership Limitation
on the Series D Preferred Stock and Series E Preferred Stock remains at 9.99%.
| CUSIP No. 739650109 | SCHEDULE 13D | Page 6 of 8 Pages |
This
summary is qualified by the actual terms of the Amendment and Waiver Letter Agreement, which is filed as an exhibit to this Schedule
13D and incorporated herein by reference.
| Item
4. | PURPOSE
OF TRANSACTION |
The
information contained in Item 3 is incorporated herein by reference. The Reporting Persons may further purchase, hold, vote, trade, dispose
of, or otherwise deal in the shares of Common Stock, and may exercise warrants or convert shares of preferred stock, at such times, and
in such manner, as they deem advisable to benefit from changes in the market prices of such Common Stock, changes in the Issuer’s
operations, business strategy, or prospects. The Reporting Persons may review, monitor, and evaluate their investments in the Issuer
at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to
plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D. Any such discussion
or actions may consider various factors, including, without limitation, the Issuer’s business prospects and other developments
concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions, the
Issuer’s management, competitive and strategic matters, capital structure, liquidity objectives, and any other facts and circumstances
that may become known to the Reporting Persons regarding or related to the matters described in this Schedule 13D.
Except
as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in
any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item
5. | INTEREST
IN SECURITIES OF THE ISSUER |
(a)
— (b)
The
ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of November 13, 2023. The percent
of class presented below is based on 9,914,268 shares of Common Stock outstanding, which includes (i) 7,475,315 shares of Common Stock
outstanding as of November 9, 2023 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14,
2023); (ii) 2,000,000 shares of Common Stock issued to the Family Trust in connection with the Warrant Exercise (as further described
in Item 3); and (iii) 438,953 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrants
or the Series E Warrants.
| Reporting
Person | |
Amount
beneficially owned | | |
Percent
of class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared
power to dispose or to direct the disposition of: | |
| Narrogal
Nominees Pty Ltd ATF Gregory K O’Neill Family Trust | |
| 2,478,567 | | |
| 25.00 | % | |
| 0 | | |
| 2,478,567 | | |
| 0 | | |
| 25.00 | % |
| Narrogal
Nominees Pty Ltd | |
| 2,478,567 | | |
| 25.00 | % | |
| 0 | | |
| 2,478,567 | | |
| 0 | | |
| 25.00 | % |
| Gregory
K. O’Neill | |
| 2,478,567 | | |
| 25.00 | % | |
| 0 | | |
| 2,478,567 | | |
| 0 | | |
| 25.00 | % |
The
Family Trust is the record holder of: (i) 2,039,614 shares of Common Stock (including the 2,000,000 shares of Common Stock issued in
connection with the Warrant Exercise of the Series D B Warrants) held in book-entry form; (ii) Series D Preferred Stock convertible into
2,000,000 shares of Common Stock; (iii) Series D A Warrants to purchase 2,000,000 shares of Common Stock; (iv) Series E Preferred Stock
convertible into 4,000,000 shares of Common Stock; (v) Series E A Warrants to purchase 4,000,000 shares of Common Stock; and (vi) Series
E B Warrants to purchase 4,000,000 shares of Common Stock. The shares reported herein include the 2,039,614 shares of Common Stock held
by the Family Trust and 438,953 shares of Common Stock issuable upon the exercise of the Series D A Warrants or Series E Warrants. The
shares reported herein do not include 15,561,047 shares of Common Stock that underlie, in the aggregate, the Series D Preferred Stock,
the Series D A Warrants, the Series E Preferred Stock, the Series E A Warrants and the Series E B Warrants, as the exercise of these
securities is subject to the Beneficial Ownership Limitation, as amended by that Amendment and Waiver Letter Agreement. On a fully diluted
basis, the Family Trust would own approximately 71% of the shares outstanding of the Issuer.
Mr.
O’Neill is the Sole Director of Narrogal Nominees, which is the trustee of the Family Trust, and as such, Mr. O’Neill has
voting and investment control over the shares directly held by the Family Trust.
(c)
Except as set forth in this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving
Common Stock of the Issuer.
(d)
This Item 5(d) is not applicable.
(e)
This Item 5(e) is not applicable.
| Item
6. | CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The
information set forth in Items 3, 4, and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.
| CUSIP No. 739650109 | SCHEDULE 13D | Page 7 of 8 Pages |
| Item
7. | MATERIAL
TO BE FILED AS EXHIBITS |
| Exhibit
No. |
| Description
of Exhibit |
| |
| |
| 1 |
| Joint Filing Agreement, dated November 21, 2023, by and among the Family Trust, Narrogal Nominees and Mr. O’Neill. |
| 2 |
| Form of Series D Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on May 4, 2023). |
| 3 |
| Form of Series D Warrants (incorporated by reference to Exhibit C to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on May 4, 2023). |
| 4 |
| Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Issuer’s Current Report on Form 8-K, filed with the SEC on May 9, 2023). |
| 5 |
| Form of Series D Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K, filed with the SEC on May 9, 2023). |
| 6 |
| Securities Purchase Agreement, dated as of August 15, 2023, by and between the Issuer and the Family Trust (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 18, 2023). |
| 7 |
| Series E A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K, dated August 18, 2023). |
| 8 |
| Series
E B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 of the
Issuer’s Current Report on Form 8-K, dated August 18, 2023). |
| 9 |
| Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 18, 2023). |
| 10 |
| Series E Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 18, 2023). |
| 11 |
| Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated as of August 15, 2023, from the Issuer, as mortgagor, to Gregory K. O’Neill, as trustee, for the benefit of the Family Trust (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 18, 2023). |
| 12 |
| Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust. |
| CUSIP No. 739650109 | SCHEDULE 13D | Page 8 of 8 Pages |
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
November 21, 2023
| |
NARROGAL
NOMINEES PTY LTD ATF GREGORY K O’NEILL FAMILY TRUST |
| |
|
| |
By:
Narrogal Nominees Pty Ltd, as trustee |
| |
|
| |
/s/
Gregory K. O’Neill |
| |
Gregory
K. O’Neill, Sole Director |
| |
|
| |
NARROGAL
NOMINEES PTY LTD |
| |
|
| |
/s/
Gregory K. O’Neill |
| |
Gregory
K. O’Neill, Sole Director |
| |
|
| |
/s/
Gregory K. O’Neill |
| |
Gregory
K. O’Neill |
