Item 1.01. Entry into a Material Definitive Agreement.
On
As previously disclosed in the Current Report on Form 8-K filed by the
Company with the
Subsequently, the Company and Viking agreed to amend the Original Merger
Agreement on
On
Item 3.02. Unregistered Sales of
The information disclosed in Item 1.01 of this Current Report on Form 8-K relating to the shares issuable to SylvaCap is incorporated by reference into this Item 3.02. We plan to claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuance of 75,000 shares to SylvaCap will not involve a public offering, the recipient is (a) an "accredited investor"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities will be subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Series A Preferred Stock has substantially similar rights as the Series C Preferred Stock of Viking (as amended), as adjusted for the exchange ratio of the Merger. Specifically, each outstanding share of Series A Preferred Stock will vote an aggregate of (a) 4,900 voting shares, multiplied by (b) the exchange ratio of the Merger, on all stockholder matters, voting together with the Company's common stock as a single class (which voting rights will equal the same voting rights that would have applied had the Series C Preferred Stock of Viking been fully converted into Viking common stock immediately prior to the effective time of the Merger)(described herein as the "voting shares"); will receive, upon the occurrence of a liquidation of the Company, the same amount of consideration that would have been due if such shares of Series A Preferred Stock had been converted into common stock of the Company immediately prior to such liquidation; and provide rights for such shares of Series A Preferred Stock to convert, at the option of the holder thereof, into a number of shares of Company common stock equal to (a) 4,900 shares, multiplied by (b) the exchange ratio of the Merger (which will equal the number of shares of Company common stock which would have been issuable to the holders of the Series C Preferred Stock of Viking in the Merger, had such Series C Preferred Stock been converted into common stock of Viking immediately prior to the effective time of the Merger)(described herein as the "conversion shares").
Such Series A Preferred Stock does not have any redemption rights and shares equally in any dividends authorized by the Board of Directors for distribution to common stock holders, on an as-converted basis.
The Series A Designation also provides that such number of voting shares and conversion shares as calculated as discussed above, shall be updated by the Company following the Merger, without any required approval of the holders of such Series A Preferred Stock, to include the actual numerical value of such voting shares and conversion shares, upon closing of the Merger.
No shares of Series A Preferred Stock will be issued by the Company until or
unless the Merger closes, at which time it is contemplated that all 28,092
designated shares of Series A Preferred Stock of the Company will be issued to
the holders of Viking's 28,092 shares of Series C Preferred Stock, which shares
are currently solely held by
The foregoing description of the Series A Designation is subject to, and qualified in its entirety by, the full text of the Series A Designation, attached as Exhibit 3.1, which is incorporated in this Item 5.03 by reference in its entirety.
Item 8.01. Other Events.
As of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit Amended and Restated Agreement and Plan of Merger, dated as of August 2.1*# 31, 2020, by and between Viking Energy Group, Inc. andCamber Energy, Inc. Certificate of Designations of Preferences, Rights and Limitations of 3.1* Series A Convertible Preferred Stock ofCamber Energy, Inc. , filed with the Secretary ofState of Nevada onAugust 31, 2020 February 15, 2020 Letter Agreement withSylva International LLC dba 10.1 SylvaCap Media (Filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed with the Commission onMay 13, 2020 and incorporated herein by reference) (File No. 001-32508) 10.2*May 19, 2020 , First Amendment to Letter Agreement with SylvaInternational LLC dba SylvaCap Media 10.3*August 30, 2020 , Second Amendment to Letter Agreement with SylvaInternational LLC dba SylvaCap Media 10.4* Past Service Payment and Success Bonus Agreement datedAugust 31, 2020 , withLouis G. Schott 10.5* Past Service Payment and Success Bonus Agreement datedAugust 31, 2020 , withRobert Schleizer 10.6* Past Service Payment and Success Bonus Agreement datedAugust 31, 2020 , withFred Zeidman 10.7* Past Service Payment and Success Bonus Agreement datedAugust 31, 2020 , withJames G. Miller Engagement Letter withFides Energy LLC /Louis G. Schott datedMay 25 , 10.8 2018 (Filed as Exhibit 10.3 to the Company's Report on Form 8-K, filed with the Commission onMay 25, 2018 and incorporated herein by reference) (File No. 001-32508) 10.9* First Amendment toMay 25, 2018 Engagement Letter with Fides Energy LLC/Louis G. Schott datedAugust 31, 2020 December 1, 2017 Letter Agreement betweenCamber Energy, Inc. and 10.10BlackBriar Advisors LLC (Filed as Exhibit 10.41 to the Company's Annual Report on Form 10-K, filed with the Commission onJuly 1, 2019 , and incorporated herein by reference)(File No. 001-32508) 10.11* First Amendment toDecember 1, 2017 Letter Agreement betweenCamber Energy, Inc. andBlackBriar Advisors LLC datedAugust 31, 2020 * Filed 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
provided, however that
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 other consents, and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals or other consents 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 its Series C Preferred Stock holder to close the merger (to the extent required); 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, prior to, and 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 the Form S-4 (defined below), and Viking's
and Camber's publicly filed reports, including Viking's Annual Report on Form
10-K for the year ended
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, on
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
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
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.
© Edgar Online, source