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 27, 2020
Camber
Energy, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
001-32508
|
|
20-2660243
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
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:
☒
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☒
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
Stock, $0.001 Par Value Per Share
|
CEI
|
NYSE
American
|
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
As
previously disclosed in the Current Report on Form 8-K filed on February 5, 2020, by Camber Energy, Inc. (“Camber”
or the “Company”), the Company, on February 3, 2020, entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Viking Energy Group, Inc. (“Viking”), which contemplates a newly-formed wholly-owned
subsidiary of Camber merging with and into Viking (the “Merger”), with Viking surviving the Merger as a wholly-owned
subsidiary of Camber. This Current Report on Form 8-K is being filed to disclose an amendment to the Merger Agreement.
|
Item
1.01.
|
Entry
into a Material Definitive Agreement.
|
On
May 27, 2020, Viking and Camber entered into the First Amendment to Agreement and Plan of Merger (the “First Amendment”)
to amend the Merger Agreement to (i) modify the Camber Percentage (as defined below) adjustment mechanism to cap the aggregate
Camber Percentage Increase (as defined below) or Camber Percentage Decrease (as defined below) at 5%; (ii) modify the events resulting
in such adjustments; (iii) correct a prior error with such calculation which discussed Camber being required to have $4 million
in cash at closing; and (iv) agree that neither party will raise capital from the other party’s existing shareholders without
the prior written consent of the other party.
Upon
the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective
Time”), each share of common stock, par value $0.001 per share, of Viking (the “Viking Common Stock”)
issued and outstanding immediately prior to the Effective Time, other than certain shares owned by Camber, Viking and Camber’s
merger subsidiary (which will be cancelled), will be converted into the right to receive the pro rata share of 80% of Camber’s
post-Effective Time capitalization (Camber’s 20% share being defined herein as the “Camber Percentage”),
taking into account the number of shares of common stock of Camber outstanding on a fully-diluted basis and without taking into
account any shares of common stock which the holder of Camber’s Series C Preferred Stock can receive upon conversion of
the Series C Preferred Stock, or a separate series of preferred stock issued in exchange for such Series C Preferred Stock, which
has fixed conversion provisions. Holders of Viking Common Stock will have any fractional shares of Camber common stock after the
Merger rounded up to the nearest whole share.
The
Merger Agreement, as amended by the First Amendment, provides that the Camber Percentage is to be adjusted as follows: (i) for
each (A) $500,000 in Camber unencumbered cash (without any associated debt) available for use by the combined company (the “Combined
Company”) after the Effective Time, with a permitted use being to, among other things, pay debt obligations of Viking
outside of Viking’s Ichor division or Elysium division, which comes from equity sold by Camber for cash from February 3,
2020, through the Effective Time, which is not contingent or conditional upon the closing of the Merger (the “Camber
Surplus Cash”), or (B) $500,000 in other unencumbered assets acquired by Camber after the date of First Amendment
and prior to closing without increasing Camber’s liabilities (the “Other Camber Surplus Assets”), the
Camber Percentage will increase by an incremental 0.5% (a “Camber Percentage Increase”); and (ii) for each
additional $500,000 in Viking unencumbered cash (without any associated debt) for use by the Combined Company after the Effective
Time which is not contingent or conditional upon the closing of the Plan of Merger, with a permitted use being to, among other
things, pay debt obligations of Viking outside of Viking’s Ichor division or Elysium division in excess of $500,000 at Closing,
which comes from equity sold by Viking for cash from February 3, 2020 through the Effective Time, the Camber Percentage will decrease
by an incremental 0.5% (a “Camber Percentage Decrease”). The aggregate Camber Percentage Increase or Camber
Percentage Decrease shall not exceed 5% pursuant to this particular section of the Merger Agreement, and neither party will raise
capital from the other party’s existing shareholders without the prior written consent of such other party.
The
foregoing description of the First Amendment is not a complete summary and is qualified in its entirety by reference to the full
text of the First Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated by reference
into this Item 1.01.
Item
8.01 Other Events.
On
May 12, 2020, the Company entered into the first amendment to the prior letter agreement the Company had entered into on February
19, 2020 with Sylva International LLC d/b/a SylvaCap Media (“SylvaCap”), pursuant to which SylvaCap agreed
to act as the Company’s non-exclusive digital marketing service provider. Pursuant to the amendment, the Company and SylvaCap
extended the term of the letter agreement to October 19, 2020.
On
June 1, 2020, Viking and Camber each published a joint press release announcing the entry into the First Amendment. 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
|
2.1#
|
|
Agreement
and Plan of Merger, dated as of February 3, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (Filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February
5, 2020, and incorporated by reference herein)(File No. 001-32508)
|
2.2*
|
|
First
Amendment to Agreement and Plan of Merger, dated as of May 27, 2020, by and between Viking Energy, Inc. and Camber Energy,
Inc.
|
99.1**
|
|
Press
release dated June 1, 2020
|
*
Filed herewith.
**
Furnished herewith.
#
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Camber
Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any schedule or Exhibit so furnished.
Forward-Looking
Statements
Certain
of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements
that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Words such as “strategy,” “expects,” “continues,” “plans,”
“anticipates,” “believes,” “would,” “will,” “estimates,” “intends,”
“projects,” “goals,” “targets” and other words of similar meaning are intended to identify
forward-looking statements but are not the exclusive means of identifying these statements.
Important
factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking
statements include, without limitation, the occurrence of any event, change or other circumstances that could give rise to
the parties failing to complete the merger on the terms disclosed, if at all, the right of one or both of Viking or Camber to
terminate the merger agreement and the result of such termination; the outcome of any legal proceedings that may be
instituted against Viking, Camber or their respective directors; the ability to obtain regulatory approvals and meet other
closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals required for the
merger are not obtained on a timely basis or at all, or which are obtained subject to conditions that are not anticipated or
that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval
by Viking stockholders and Camber stockholders on the expected schedule; required closing conditions which may not be able to
be met and/or consents which may not be able
to be obtained; difficulties and delays in integrating Viking’s and Camber’s businesses; prevailing economic, market,
regulatory or business conditions, or changes in such conditions, negatively affecting the parties, including, but not limited
to, as a result of the recent volatility in oil and gas prices and the status of the economy (both US and global) due to the Covid-19
pandemic and actions taken to slow the spread of Covid-19; risks that the transaction disrupts Viking’s or Camber’s
current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when
expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the merger; the ability of Camber to obtain the approval of the Series C Preferred Stock holder to close the Merger; the ability
of Viking or Camber to retain and hire key personnel; the diversion of management’s attention from ongoing business operations;
uncertainty as to the long-term value of the common stock of the combined company following the merger; the continued availability
of capital and financing following the merger; the business, economic and political conditions in the markets in which Viking
and Camber operate; and the fact that Viking’s and Camber’s reported earnings and financial position may be adversely
affected by tax and other factors.
Other
important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking
statements included in this communication are described in Viking’s and Camber’s publicly filed reports, including
Viking’s Annual Report on Form 10-K for the year ended December 31, 2019, Camber’s Annual Report on Form 10-K
for the year ended March 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q for each of Viking and Camber.
Viking
and Camber caution that the foregoing list of important factors is not complete, and they do not undertake to update any forward-looking
statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements
attributable to Viking, Camber or any person acting on behalf of either party are expressly qualified in their entirety by the
cautionary statements referenced above.
Additional
Information and Where to Find It
In
connection with the planned merger, Camber will file with the Securities and Exchange Commission (SEC) a registration statement
on Form S-4 to register the shares of Camber’s common stock to be issued in connection with the merger. The registration
statement will include a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders
of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PLANNED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PLANNED MERGER.
Investors
and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov
or from Viking at its website, www.vikingenergygroup.com, or from Camber at its website, www.camber.energy. Documents filed with
the SEC by Viking will be available free of charge by accessing Viking’s website at www.vikingenergygroup.com under the
heading “Investors,” or, alternatively, by directing a request by telephone or mail to Viking Energy Group, Inc. at
15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (281) 404-4387, and documents filed with the SEC by Camber will be available
free of charge by accessing Camber’s website at www.camber.energy under the heading “Investors” – “SEC
Filings” or, alternatively, by directing a request by telephone or mail to Camber Energy, Inc. at 1415 Louisiana, Suite
3500, Houston, Texas, 77002, (210) 998-4035.
Participants
in the Solicitation
Viking,
Camber and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the respective stockholders of Viking and Camber in respect of the planned merger under the rules of
the SEC. Information about Viking’s directors and executive officers is available in Viking’s Annual Report on
Form 10-K for the year ended December 31, 2019. Information about Camber’s directors and executive officers is
available in Camber’s Annual Report on Form 10-K for the year ended March 31, 2019 and its definitive proxy statement
for its 2020 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available.
Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated
above.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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.
|
CAMBER ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/
Robert Schleizer
|
|
|
Name:
|
Robert Schleizer
|
|
Title:
|
Chief Financial Officer
|
Date:
June 1, 2020
EXHIBIT INDEX
Exhibit
Number
|
|
Description
of Exhibit
|
2.1#
|
|
Agreement
and Plan of Merger, dated as of February 3, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (Filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February
5, 2020, and incorporated by reference herein)(File No. 001-32508)
|
2.2*
|
|
First Amendment to Agreement and Plan of Merger, dated as of May 27, 2020, by and between Viking Energy, Inc. and Camber Energy, Inc.
|
99.1**
|
|
Press release dated June 1, 2020
|
*
Filed herewith.
**
Furnished herewith.
#
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Camber
Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any schedule or Exhibit so furnished.
Camber Energy (AMEX:CEI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Camber Energy (AMEX:CEI)
Historical Stock Chart
From Apr 2023 to Apr 2024