CEI Camber Energy Inc

Item 3.02. Unregistered Sales of Equity Securities.

On September 2, 2016, Lucas Energy, Inc. (the “Company”) issued and sold 53 shares of its Series C redeemable convertible preferred stock (the “Series C Stock”) and a warrant (the “Second Warrant”) to purchase 1,111,112 shares of its common stock in an initial closing (the “Initial Closing”) pursuant to the stock purchase agreement (the “Stock Purchase Agreement”) that it had entered into with an accredited institutional investor (the “Investor”) on April 6, 2016. The terms of the Series C Stock, the Second Warrant and the Stock Purchase Agreement were previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2016.

The sale and issuance of the securities described herein have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, Rule 506 of Regulation D promulgated thereunder and Regulation S promulgated thereunder, as transactions by an issuer not involving a public offering. The Investor has represented that it is an accredited investor, as that term is defined in Regulation D, it is not a U.S. Person, and it is acquiring the securities for its own account. The Company received gross proceeds of $500,000 from the sale and issuance of the 53 shares of Series C Stock and, as previously disclosed, will pay placement agent fees of $47,500 for services rendered in connection with the Initial Closing.