Amended Current Report Filing (8-k/a)
January 07 2020 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 31, 2019
Camber
Energy, Inc.
|
(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. ☐
EXPLANATORY
NOTE
On
January 3, 2020, Camber Energy, Inc. (the “Company”, “we” and “us”) filed
a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing, on December
31, 2019, of the transactions contemplated by a Preferred Stock Redemption Agreement (the “Redemption Agreement”
and the redemption contemplated thereby, the “Redemption”), by and between the Company, Lineal Star Holdings,
LLC, the Company’s wholly-owned subsidiary at the time of the entry into the Redemption Agreement (“Lineal”),
Lineal’s wholly-owned subsidiaries, and the holders of the Company’s Series E Redeemable Convertible Preferred Stock
(“Series E Preferred Stock”) and Series F Redeemable Preferred Stock (“Series F Preferred Stock”,
and the holders of the Series E Preferred Stock and Series F Preferred Stock, the “Preferred Holders”), pursuant
to which the parties thereto mutually agreed to unwind a July 8, 2019 acquisition of Lineal by the Company which was affected
pursuant to a merger and allow for the redemption in full of Lineal by the Preferred Holders. At that time, the Company stated
in the Original Report that it intended to file the required pro forma financial information associated with the Redemption within
4 business days from the date that such Original Report was required to be filed. By this Amendment No. 1 to the Original
Report, the Company is amending and restating Item 9.01 thereof to include the required pro forma financial information. This
Current Report on Form 8-K does not amend or modify the Original Report, except as to Item 9.01.
Item 9.01
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Financial Statements and
Exhibits.
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(b)
Pro Forma Financial Information
Filed
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 9.01 by reference are unaudited pro
forma condensed consolidated financial statements of Camber Energy, Inc. as of and for the three and six months ended September
30, 2019, which have been prepared to give effect to the Redemption. These unaudited pro forma condensed consolidated financial
statements are provided for illustrative purposes only and do not purport to represent what Camber Energy, Inc.’s actual
results of operations or financial position would have been if the Redemption had occurred on the dates indicated, nor are they
necessarily indicative of Camber Energy, Inc.’s future operating results or financial position. It is also important to
keep in mind that the Merger only closed on July 9, 2019, so Lineal was only owned by the Company for less than three months during
the six months ended September 30, 2019.
(d)
Exhibits.
Exhibit
Number
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Description
of Exhibit
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2.1*
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Preferred Stock
Redemption Agreement dated December 31, 2019, by and among Camber Energy, Inc., Lineal Star Holdings LLC, Lineal Industries
Inc., Lineal Star, Incorporated and each of the holders of the Series E Redeemable Convertible Preferred Stock and Series
F Redeemable Preferred Stock of Camber
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10.1*
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$1,539,719 Promissory
Note effective December 31, 2019, evidencing amounts owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
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10.2*
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$800,000 Promissory
Note No. 2 effective December 31, 2019, evidencing amounts owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
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99.1**
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Press Release dated
January 3, 2020
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99.2***
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Unaudited Pro Forma
Financial Information of Camber Energy, Inc.
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*
Filed as an exhibit to the Original Report.
**
Furnished as an exhibit to the Original Report.
***
Filed herewith.
SIGNATURES
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:
January 7, 2020
EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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2.1*
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Preferred Stock
Redemption Agreement dated December 31, 2019, by and among Camber Energy, Inc., Lineal Star Holdings LLC, Lineal Industries
Inc., Lineal Star, Incorporated and each of the holders of the Series E Redeemable Convertible Preferred Stock and Series
F Redeemable Preferred Stock of Camber
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10.1*
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$1,539,719 Promissory
Note effective December 31, 2019, evidencing amounts owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
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10.2*
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$800,000 Promissory
Note No. 2 effective December 31, 2019, evidencing amounts owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
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99.1**
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Press Release dated
January 3, 2020
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99.2***
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Unaudited Pro Forma
Financial Information of Camber Energy, Inc.
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*
Filed as an exhibit to the Original Report.
**
Furnished as an exhibit to the Original Report.
***
Filed herewith.
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