Current Report Filing (8-k)
May 19 2020 - 8:02AM
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, 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. ☐
Item
3.03 Material Modification to Rights of Security Holders.
The
information and disclosures set forth in Item 5.03 hereof are incorporated by reference into this Item 3.03 in their
entirety.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Camber
Energy, Inc. (the “Company”, “we” and “us”) previously designated
(a) 2,000 shares of preferred stock as Series A Convertible Preferred Stock (November 2011); (b) 600,000 shares of preferred
stock as Series B Redeemable Convertible Preferred Stock (Amended and Restated on August 2016); (c) 50,000 shares of preferred
stock as Series D Convertible Preferred Stock (July 2019); (d) 1,000,000 shares of preferred stock as Series E Redeemable
Convertible Preferred Stock (July 2019); and (e) 16,750 shares of preferred stock as Series F Redeemable Preferred Stock
(July 2019).
Effective
on May 15, 2020, due to the fact that no shares of Series A Convertible Preferred Stock, Series B Redeemable Convertible Preferred
Stock, Series D Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock or Series F Redeemable Preferred
Stock were outstanding, the Board of Directors approved, and the Company filed, Certificate of Withdrawal of Certificate of Designations
relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series
A Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E
Redeemable Convertible Preferred Stock and Series F Redeemable Preferred Stock effective as of the same date. As a result, the
only preferred stock which is currently designated by the Company is the Company’s Series C Redeemable Convertible Preferred
Stock.
Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
of Exhibit
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3.1
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Certificate
of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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3.2
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Certificate
of Withdrawal of Certificate of Designation of Series B Redeemable Convertible Preferred Stock filed with the Secretary of
State of Nevada on May 15, 2020
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3.3
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Certificate
of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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3.4
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Certificate
of Withdrawal of Certificate of Designation of Series E Redeemable Convertible Preferred Stock filed with the Secretary of
State of Nevada on May 15, 2020
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3.5
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Certificate
of Withdrawal of Certificate of Designation of Series F Redeemable Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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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:
May 19, 2020
EXHIBIT INDEX
Exhibit
Number
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Description
of Exhibit
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3.1
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Certificate
of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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3.2
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Certificate
of Withdrawal of Certificate of Designation of Series B Redeemable Convertible Preferred Stock filed with the Secretary of
State of Nevada on May 15, 2020
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3.3
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Certificate
of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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3.4
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Certificate
of Withdrawal of Certificate of Designation of Series E Redeemable Convertible Preferred Stock filed with the Secretary of
State of Nevada on May 15, 2020
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3.5
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Certificate
of Withdrawal of Certificate of Designation of Series F Redeemable Preferred Stock filed with the Secretary of State of Nevada
on May 15, 2020
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