Item 1.01. Entry into a Material Definitive Agreement.
Effective as of July 9, 2021, Camber Energy, Inc. (the "Company", "Camber", "we"
and "us") and an institutional investor (the "Investor"), entered into a Stock
Purchase Agreement (the "July 2021 Purchase Agreement").
Under the terms of the July 2021 Purchase Agreement, the Investor purchased
1,575 shares of Series C Redeemable Convertible Preferred Stock ("Series C
Preferred Stock"), for $15 million, at a 5% original issue discount to the
$10,000 face value of each share of preferred stock (the "Face Value").
Pursuant to the July 2021 Purchase Agreement, as long as the Investor holds any
shares of Series C Preferred Stock, we agreed that, except as contemplated in
connection with the merger contemplated by that certain Agreement and Plan of
Merger entered into between the Company and Viking Energy Group, Inc. ("Viking")
on February 15, 2021, as amended from time to time (the "Merger"), we would not
issue or enter into or amend an agreement pursuant to which we may issue any
shares of common stock, other than (a) for restricted securities with no
registration rights, (b) in connection with a strategic acquisition, (c) in an
underwritten public offering, or (d) at a fixed price. We also agreed that we
would not issue or amend any debt or equity securities convertible into,
exchangeable or exercisable for, or including the right to receive, shares of
common stock (i) at a conversion price, exercise price or exchange rate or other
price that is based upon or varies with, the trading prices of or quotations for
the shares of common stock at any time after the initial issuance of the
security or (ii) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of the security or
upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the common stock.
We also agreed that if we issue any security with any term more favorable to the
holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Investor, then we would notify the
Investor of such additional or more favorable term and such term, at the
Investor's option, may become a part of the transaction documents with the
The July 2021 Purchase Agreement includes customary representations, warranties
and covenants, and provisions requiring that the Company indemnify the Investor
against certain losses.
Finally, we agreed to include proposals relating to the approval of the July
2021 Purchase Agreement and the issuance of the shares of common stock upon
conversion of the Series C Preferred Stock sold pursuant to the July 2021
Purchase Agreement, as well as an increase in authorized common stock to fulfill
our obligations to issue such shares, at the Company's next Annual Meeting, the
meeting held to approve the Merger or a separate meeting in the event the Merger
is terminated prior to shareholder approval, and to use commercially reasonable
best efforts to obtain such approvals as soon as possible and in any event prior
to January 1, 2022.
The Company plans to use the funds raised through the sale of Series C Preferred
Stock for working capital, new acquisitions (directly or through the Company's
majority-owned subsidiary), operating expenses, general and administrative
expenses and to otherwise advance the Company's growth strategy.
The description of the July 2021 Purchase Agreement is qualified in its entirety
by the form of July 2021 Purchase Agreement, a copy of which is which is filed
as Exhibit 10.1 to, and incorporated by reference in, this report.
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
The sale and issuance of the Series C Preferred Stock described above is exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act") in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder, as transactions by an issuer not involving
a public offering, as there was no general solicitation, and the Investor has
represented that it is an accredited investor, that it is acquiring the
securities for investment purposes only and not with a view to or for sale in
connection with any distribution thereof.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On July 10, 2021, the Company filed an amendment to its designation of its
Series C Preferred Stock with the Secretary of State of Nevada (the "Amended
Designation"), solely to increase the number of preferred shares designated as
Series C Preferred Stock from 5,000 to 5,200.
The description of the Amended Designation is qualified in its entirety by the
full text of the Certificate of Amendment to Designation, which is filed as
Exhibit 3.1 to, and incorporated by reference in, this report.
Item 8.01. Other Events.
As of July 9, 2021, the Company had 104,195,295 shares of common stock issued
and outstanding. The increase in our outstanding shares of common stock from the
date of the Company's February 23, 2021 increase in authorized shares of common
stock (from 25 million shares to 250 million shares), is primarily 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
Item 9.01. Financial Statements and Exhibits.
3.1 Certificate of Amendment to Designation of Series C Preferred Stock,
dated July 10, 2021
10.1 Form of Stock Purchase Agreement by and between Camber Energy, Inc.
and the Investor Named Therein, dated July 9, 2021
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; debt of Viking and Camber
and the dates such debts come due; 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 Viking's and Camber's publicly filed
reports, including, but not limited to, Viking's Annual Report on Form 10-K for
the year ended December 31, 2020, and Camber's Annual Report on Form 10-K for
the year ended March 31, 2020, and subsequently filed Quarterly Reports on Form
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 proposed merger (the "Merger") between Viking and Camber,
as described in Camber's Current Report on Form 8-K filed on February 18,
2021 , Camber will file with the SEC a registration statement on Form S4 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 PROPOSED
MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED 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.Viking.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" - "SEC Filings", 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 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (281) 404-4387.
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 proposed 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, 2020. 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,
2020. 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,
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