Current Report Filing (8-k)
July 27 2018 - 5:35PM
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):
July 25
, 2018
Camber
Energy, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
001-32508
|
|
20-2660243
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
1415
Louisiana, Suite 3500 Houston, Texas 77002
(Address
of principal executive offices)
(210)
998-4035
(Registrant’s
telephone number, including area code)
4040
Broadway, Suite 425, San Antonio, Texas 78209
(Former
name or former address, if changed since last report.)
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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).
|
Emerging
growth company ☐
|
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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 25, 2018, the Board of Directors of Camber Energy, Inc. (the “
Company
”, “
we
” and “
us
”) and the sole holder of our Series C Redeemable Convertible Preferred Stock
(“
Series C Preferred Stock
”), approved an amendment to the Certificate of Designations of our Series C Preferred
Stock. The amendment modified the beneficial ownership limitation, which previously prevented the holder of the Series C Preferred
Stock from converting such Series C Preferred Stock into common stock, if upon such conversion, the holder would beneficially
own greater than 4.99% of our outstanding common stock, to increase such ownership limitation to 9.99% of our outstanding common
stock.
On
July 25, 2018, we filed the amendment to the Certificate of Designations with the Secretary of State of Nevada, which became effective
on the same date.
The
conversion of the Series C Preferred Stock into common stock pursuant to its terms will result in significant dilution to existing
shareholders.
The
terms of the Series C Preferred Stock 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
|
Description
|
3.1
|
Certificate
of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed
with the Secretary of State of Nevada on August 25, 2016 (Filed as Exhibit 3.2 to the Company’s Current Report on Form
8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No. 001-32508)
|
3.2
|
Amendment to Certificate
of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed
with the Secretary of State of Nevada on July 25, 2018
|
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.
|
CAMBER ENERGY, INC.
|
|
|
|
|
|
|
By:
|
/s/
Robert Schleizer
|
|
|
Name:
|
Robert Schleizer
|
|
|
Title:
|
Chief Financial Officer
|
Date:
July 27, 2018
EXHIBIT
INDEX
Camber Energy (AMEX:CEI)
Historical Stock Chart
From Apr 2024 to May 2024
Camber Energy (AMEX:CEI)
Historical Stock Chart
From May 2023 to May 2024