Current Report Filing (8-k)
April 17 2020 - 8:30AM
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
16, 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. ☐
Item 5.03
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Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year..
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On April 16, 2020, pursuant
to the authorization and approval provided by the stockholders of Camber Energy, Inc. (“we”, “us”
or the “Company”) at the Meeting discussed below under Item 5.07, the Company filed a Certificate of
Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock,
$0.001 par value per share, from 5 million shares to 25 million shares, which filing became effective on the same date (the “Amendment”).
A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item
5.03 by reference.
Item 5.07
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Submission of Matters to a Vote
of Security Holders.
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On
April 16, 2020, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, an aggregate
of 3,749,615 shares of voting stock, or 74.99% of our 5,000,000 total outstanding voting shares as of March 2, 2020, the record
date for the Meeting (the “Record Date”), were present at or were voted at the Meeting, constituting a quorum.
The following proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 4, 2020 (the “Proxy”)),
with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy and this
Form 8-K should be read in connection with the Proxy.
Proposal 1
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For
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Against
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Abstain*
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To approve the filing of an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 5,000,000 to 25,000,000.
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3,196,890
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496,875
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55,850
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Proposal 3
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For
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Against
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Abstain*
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To approve the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 525 shares of Series C Preferred Stock, including shares issuable for dividends and conversion premiums thereon sold and agreed to be sold, pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on February 3, 2020 (the “February 2020 Stock Purchase Agreement”), and to approve the terms of such February 2020 Stock Purchase Agreement.
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3,197,641
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493,899
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58,076
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Proposal 3
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For
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Against
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Abstain*
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To consider and vote upon a Proposal to authorize our Board, in its discretion, to adjourn the Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposals listed above at the time of the Meeting.
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3,185,212
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504,756
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59,648
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* There were no Broker Non-Votes on these proposals.
As a result of the above
voting, proposal 1, which required the affirmative vote of a majority of the shares entitled to vote at the Meeting, was validly
approved by the Company’s stockholders and proposals 2 and 3, which each required the affirmative vote of a majority of the
shares present in person or represented by proxy at the Meeting and entitled to vote, were validly approved by the Company’s
stockholders. There were no broker non-votes cast at the Meeting.
As
of the close of business on April 16, 2020, the Company had 4,999,999 shares of common stock issued and outstanding. As a result
of the increase in authorized shares of common stock in connection with the filing of the Amendment, the Company now has a total
of 20,000,001 shares of common stock available for future issuances. Such shares are available for issuance from time to time in
transactions approved by the Board of Directors, and for issuances of shares of common stock upon conversion of outstanding shares
of our Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”), which are in the sole discretion
of the Series C Preferred Stock holder.
As
of April 16, 2020, we had 2,819 shares of Series C Preferred Stock issued and outstanding, which we estimate are currently convertible
into approximately 82 million shares of common stock (when including shares issuable as conversion premiums on the Series C Preferred
Stock, and based on the current trading price of the Company’s common stock), which number increases as the trading value
of our common stock decreases. The issuance of common stock upon conversion of the Series C Preferred Stock will result in immediate
and substantial dilution to the interests of other stockholders. Although the holder of such Series C Preferred Stock (the “Series
C Holder”) may not receive shares of common stock exceeding 9.99% of our outstanding shares of common stock immediately
after affecting such conversion, this restriction does not prevent the Series C Holders from receiving shares up to the 9.99%
limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches, while still staying
below the 9.99% limit. Additionally, the continued sale of shares issuable upon successive conversions will likely create significant
downward pressure on the price of our common stock as the Series C Holder sells material amounts of our common stock over time
and/or in a short period of time. This could place further downward pressure on the price of our common stock and in turn result
in the Series C Holders receiving an ever increasing number of additional shares of common stock upon conversion of its securities,
and adjustments thereof, which in turn will likely lead to further dilution, reductions in the exercise/conversion price of the
Series C Holders’ securities and even more downward pressure on our common stock, which could lead to our common stock becoming
devalued. In addition, the common stock issuable upon conversion of the Series C Preferred Stock will represent overhang that
may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s
stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease,
and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. As conversions
of Series C Preferred Stock and sales of such converted shares take place, the price of our common stock will likely decline in
value.
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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3.1*
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Certificate of Amendment to Articles of Incorporation (Increase
in Authorized Common Stock to 25 Million Shares) filed with the Nevada Secretary of State on April 16, 2020, and effective April
16, 2020
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* Filed herewith.
SIGNATURE
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 17, 2020
EXHIBIT INDEX
Exhibit
Number
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Description
of Exhibit
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3.1*
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Certificate of Amendment to Articles of Incorporation (Increase
in Authorized Common Stock to 25 Million Shares) filed with the Nevada Secretary of State on April 16, 2020, and effective April
16, 2020
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* Filed herewith.
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