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. To date, an aggregate
of 633 shares of Series C Preferred Stock have been sold to the Investor for an aggregate of $6 million, pursuant to the October
2017 Purchase Agreement.
On March 2, 2018, the
Company and the Investor entered into an amendment to the October 2017 Purchase Agreement (the “
Amendment
”),
pursuant to which the Investor (a) waived any and all Trigger Events (as defined in the certificate of designation of the Series
C Preferred Stock (the “
Designation
”)) that had occurred prior to March 2, 2018, (b) agreed that all calculations
provided for in the Designation would be made as if no such Trigger Event had occurred, and (c) waived any right to receive any
additional shares of common stock based upon any such Trigger Event, with respect to all shares of Series C Preferred Stock, other
than any which have already been converted.
The Investor also agreed,
pursuant to the Amendment, that the conversion rate of conversion premiums pursuant to the Designation would remain 95% of the
average of the lowest 5 individual daily volume weighted average prices during the applicable Measuring Period (as defined in the
Designation), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common
stock, unless a triggering event has occurred, and that such $0.05 per share discount would not be adjusted in connection with
the Company’s previously reported 1-for-25 reverse stock split affected on March 5, 2018.
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/conversion premium 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, the Series C Preferred Stock and the Amendment, 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
; (b)
the Designation, incorporated by reference as
Exhibit 3.1
hereto, and (c) the form of Amendment, incorporated
by reference as
Exhibit 10.2
hereto, which are incorporated in this
Item 1.01
by reference in their
entirety.