Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 03 2020 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
3, 2020
Camber Energy, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-32508
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20-2660243
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1415
Louisiana, Suite 3500, Houston, Texas 77002
(Address
of principal executive offices)
(210)
998-4035
(Registrant’s
telephone number, including area code)
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:
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 Par Value Per Share
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CEI
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NYSE
American
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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. ☐
On April 3, 2020, Camber
Energy, Inc. (the “Company”) issued a press release announcing notice of a change in location of its Special
Meeting of Stockholders to be held on Thursday, April 16, 2020, at 10:00 a.m. (Houston Time) (the “Special Meeting”).
Due to the growing health impact of the coronavirus (COVID-19) pandemic, the extensive federal and local restrictions on non-essential
activities and travel, the restriction of public gatherings of 10 or more people in Texas, and out of concern for the health and
well-being of our colleagues and stockholders, the Special Meeting has been changed to be held in a virtual meeting format only.
A copy of that press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Further information regarding
this change to the location of the Special Meeting and the steps to access the Special Meeting can be found in the Notice of Change
of Location filed by the Company with the Securities and Exchange Commission on Schedule 14A on April 3, 2020.
Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
of Exhibit
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99.1
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Press Release dated
April 3, 2020
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CAMBER ENERGY, INC.
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By:
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/s/
Robert Schleizer
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Name:
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Robert Schleizer
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Title:
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Chief Financial Officer
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Date:
April 3, 2020
EXHIBIT INDEX
Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release dated April 3, 2020
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