Current Report Filing (8-k)
January 08 2020 - 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): January 7, 2020
Camber
Energy, Inc.
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(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. ☐
As
of the close of business on January 7, 2020, Camber Energy, Inc. (the “Company”, “we” and
“us”), had 5,000,000 shares of common stock issued and outstanding. As a result of the decrease in authorized
shares of common stock of the Company which was affected in connection with the October 29, 2019 reverse stock split (which decreased
the Company’s total authorized common stock in the same ratio as the reverse split of our outstanding common stock, to 5
million shares), as of January 7, 2020, the Company has no shares of common stock available for future issuances and the number
of outstanding shares of common stock will be fixed, until such time in the future as the Company requests, and receives, shareholder
approval for an increase in the total number of authorized shares of common stock.
The increase in our outstanding
shares of common stock from the date of the Company’s October 29, 2019, 1-for-50 reverse stock split (after which the Company
had approximately 1.5 million shares of common stock issued and outstanding), is due to conversions of shares of Series C Preferred
Stock of the Company into common stock, and conversion premiums due thereon, which are payable in shares of common stock, pursuant
to the designation of such Series C Preferred Stock, at a current conversion price of $0.001 per share. The conversions are in
the sole discretion of the Series C Preferred Stock holders. Notwithstanding the fact that we currently have no authorized but
unissued shares of common stock available in order to issue additional shares of common stock upon conversion of the Series C
Preferred Stock, we calculate that the holders of Series C Preferred Stock are still due a significant number of shares of common
stock upon conversion of the 2,294 currently outstanding shares of Series C Preferred Stock (when including conversion premiums
thereon), which will be issuable, upon conversion of the Series C Preferred Stock, when and if we increase our authorized but
unissued shares of common stock in the future.
The fact that we have no
shares of common stock available for future issuances may affect our ability to undertake transactions which may be accretive to
shareholder value. Until such time as our authorized shares of common stock are increased (which will require shareholder approval
at an annual or special meeting of shareholders), we will not be able to issue any shares of common stock upon the conversion of
outstanding preferred stock and we will not be able to use our common stock as consideration for any acquisitions or combination
transactions. Furthermore, we may not be able to sell equity or convertible debt to raise funding, or issue share based compensation
to officers, directors, employees or consultants.
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 8, 2020
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