Current Report Filing (8-k)
July 22 2020 - 8:33AM
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): July
16, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
previously reported, on May 30, 2019, Camber Energy, Inc. (the “Company”, “we,”
“us,” and “Camber”) received a Severance Order from the Texas Railroad Commission (the
“TRC”) for noncompliance with TRC rules, suspending the Company’s ability to produce or sell oil and
gas from its Panhandle leases in Hutchinson County, Texas, until certain well performance criteria were met. Since that time,
the Company followed TRC procedures in order to regain TRC compliance for the Panhandle wells, which has been received to
date. On January 31, 2020, the Company executed a Compromise Settlement Agreement (the “Settlement
Agreement”) with PetroGlobe, Signal Drilling, LLC (“Signal”), Petrolia Oil, LLC
(“Petrolia”), Prairie Gas Company of Oklahoma, LLC (“PGCO”), and Canadian River Trading
Company, LLC (“CRTC”), whereby the Company agreed to pay PetroGlobe $250,000, of which $100,000 was paid
upon execution of the Settlement Agreement and $150,000 was paid to an escrow account, which release was subject to approval
by the Company upon the successful transfer of all wells and partnership interests of the Company’s current
wholly-owned subsidiary C E Energy LLC (“CE”) to PetroGlobe. Specifically, on July 16, 2020, the Company
completed all of the remaining requirements and assigned PetroGlobe all of its right, title and interest in all wells,
leases, royalties, minerals, equipment, and other tangible assets associated with specified wells and properties, located in
Hutchinson County, Texas, the $150,000 held in escrow was released to PetroGlobe and the Settlement Agreement transactions
closed. As a result of the transfers, the Company no longer owns CE, and no longer has any interest in or any liabilities
related to the Hutchinson County, Texas wells.
As of July 21, 2020,
the Company had 17,430,729 shares of common stock issued and outstanding (which does not include certain shares of common stock
which are still due to the holder of the Company’s Series C Preferred Stock from prior conversions of Series C Preferred
Stock, and which are currently held in abeyance, subject to issuance at the request of such holder, and such holder’s 9.99%
ownership limitation). The increase in our outstanding shares of common stock from the date of the Company’s April 16, 2020
increase in authorized shares of common stock (from 5 million shares, to 25 million shares, pursuant to the approval of the stockholders
of the Company at the annual meeting of stockholders held on the same day), is almost solely entirely 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. The conversions are in the sole discretion of the
Series C Preferred Stockholder. The number of shares of common stock due to the Series C Preferred Stock holder are subject to
increase and adjustment as the price of the Company’s common stock declines in value.
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: July 22, 2020
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