Item 1.01.
|
Entry
into a Material Definitive Agreement.
|
As
previously disclosed, on October 5, 2017, Camber Energy, Inc. (the “
Company
”, “
we
” and “
us
”)
and an institutional investor (the “
Investor
”), entered into a Stock Purchase Agreement (the “
October
2017 Purchase Agreement
”), pursuant to which the Company agreed to sell, pursuant to the terms thereof, 1,684 shares
of our Series C Redeemable Convertible Preferred Stock (the “
Series C Preferred Stock
”) for $16 million (a
5% original issue discount to the face value of such shares), subject to certain conditions set forth therein.
On
October 5, 2017, in connection with the entry into the October 2017 Purchase Agreement, the Investor purchased 212 shares of Series
C Preferred Stock for $2 million (the “
Initial Closing
”).
On
November 21, 2017, pursuant to the terms of the October 2017 Purchase Agreement, we sold the Investor an additional 106 shares
of Series C Preferred Stock for $1 million (the “
Second Closing
”).
On
December 27, 2017, pursuant to the terms of the October 2017 Purchase Agreement, we sold the Investor an additional 105 shares
of Series C Preferred Stock for $1 million (the “
Third Closing
”).
On
January 31, 2018, pursuant to the terms of the October 2017 Purchase Agreement, we sold the Investor an additional 105 shares
of Series C Preferred Stock for $1 million (the “
Fourth Closing
”).
On
February 22, 2018, pursuant to the terms of the October 2017 Purchase Agreement, we sold the Investor an additional 105 shares
of Series C Preferred Stock for $1 million (the “
Fifth Closing
”).
The
Company plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, workovers on existing wells,
drilling and completion of additional wells, acquisitions, repayment of vendor balances and payments to International Bank of
Commerce (“
IBC
”), in anticipation of regaining compliance.
The
terms of the October 2017 Purchase Agreement, the conditions which are required to be met prior to the sale of additional shares
of Series C Preferred Stock under the October 2017 Purchase Agreement, the rights and preferences of the Series C Preferred Stock
(which Series C Preferred Stock sold pursuant to the October 2017 Purchase Agreement currently has a dividend rate of 24.95% per
year) and related items are described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on October 5, 2017.
The
terms of the October 2017 Purchase Agreement and the Series C Preferred Stock are subject to, and qualified in their entirety
by, (a) the form of October 2017 Purchase Agreement, a copy of which is incorporated by reference hereto as
Exhibit 10.1
;
and (b) the Certificate of Designation of Series C Preferred Stock (the “
Designation
”) incorporated by reference
as
Exhibit 3.1
hereto, which are incorporated in this
Item 1.01
by reference in their entirety.