Current Report Filing (8-k)
May 21 2019 - 8:01AM
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):
May 15, 2019
Camber
Energy, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
001-32508
|
|
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
|
CEI
|
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
3.02 Unregistered Sales of Equity Securities.
On
May 15, 2019, Camber Energy, Inc. (the “
Company
”, “
we
” and “
us
”) entered
into an Agreed Conversion Agreement (the “
Conversion Agreement
”) with Alan Dreeben, the then holder of all
44,000 shares of the Company’s then outstanding Series B Redeemable Convertible Preferred Stock (the “
Series B
Preferred Stock
”). Pursuant to the Conversion Agreement, Mr. Dreeben agreed to convert all of the Series B Preferred
Stock which he held into 503 shares of the Company’s common stock pursuant to the stated terms of such Series B Preferred
Stock, in consideration for $25,000 in cash. Mr. Dreeben also provided us a release in connection with certain of his rights under
the Series B Preferred Stock (including any and all accrued and unpaid dividends) and the prior December 2015 Asset Purchase Agreement
completed by the Company, of which Mr. Dreeben, who was formerly a member of our Board of Directors, was a seller.
As
a result of the Conversion Agreement, and subsequent to the issuance of the common stock shares due to Mr. Dreeben in connection
with the Series B Preferred Stock, which shares the Company plans to issue this week, the Company will have no shares of Series
B Preferred Stock issued or outstanding, and an aggregate of $1,100,000 of the liquidation preference of the Series B Preferred
Stock will be terminated and released.
One
of the reasons for entering into the Conversion Agreement was so that no shares of Series B Preferred Stock would be outstanding
upon the closing of our previously announced planned acquisition of a midstream and downstream pipeline integrity services, specialty
construction and field services company.
The
foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference
to the Conversion Agreement, a copy of which is attached as
Exhibit 10.1
to this Current Report on Form 8-K and incorporated
herein by reference.
We
claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the “
Securities Act
”)
for the offer and sale of the securities under the Conversion Agreement pursuant to (a) Section 4(a)(2) of the Securities Act;
and/or (b) Rule 506(b) of the Securities Act, and the regulations promulgated thereunder. With respect to the transaction described
above, no general solicitation was made either by us or by any person acting on our behalf. The transaction was privately negotiated,
and did not involve any kind of public solicitation. No underwriters or agents were involved in the foregoing and we paid no underwriting
discounts or commissions.
Item 8.01
Other Events.
On
May 21, 2019, we filed a press release disclosing our entry into the Conversion Agreement. A copy of the press release is included
herewith as
Exhibit 99.1
and the information in the press release is incorporated by reference into this
Item
8.01
.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
|
|
Description
of Exhibit
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10.1
|
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Agreed Conversion
Agreement dated May 15, 2019, by and between Camber Energy, Inc. and Alan Dreeben
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99.1
|
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Press release dated
May 21, 2019
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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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|
|
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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:
May 21, 2019
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