CEI Camber Energy Inc

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.