Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 24, 2020, Camber Energy, Inc. (the "Company") received a notice from
the NYSE Regulation staff of the NYSE American LLC (the "NYSE") indicating that
the Company is not in compliance with NYSE's continued listing requirements
under the timely filing criteria outlined in Section 1007 of the NYSE American
Company Guide, as a result of the Company's failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020 (the "Form 10-Q").
The NYSE informed the Company that it will have an initial cure period of six
months from the date the Form 10-Q was due (November 23, 2020) to file the Form
10-Q with the SEC. The Company can regain compliance with the NYSE continued
listing requirements at any time before that initial six-month deadline by
filing the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q
before the NYSE's six-month compliance deadline, the NYSE may grant, in its sole
discretion, an extension of up to six additional months for the Company to
regain compliance, depending on the specific circumstances. Regardless of the
procedures described above, the NYSE may commence delisting proceedings at any
time during the period that is available to complete the filing, if
circumstances warrant.
The Company previously filed a Form 12b-25 with the Securities and Exchange
Commission (SEC) on November 16, 2020, to extend the due date for the Form 10-Q
from November 16, 2020, the date on which such report was initially due, to
November 23, 2020. The Form 12b-25 disclosed that the Form 10-Q was unable to be
filed on time due to delays in assembling the financial information required to
be reviewed by the Company's independent auditors, and in completing the
accounting of certain transactions affecting the Company. Such further delay in
filing the Form 10-Q past the deadline set forth in the Form 12b-25 is due to
accounting issues that have arisen in connection with the preparation of the
Company's amended Form S-4 registration statement relating to the accounting for
the Company's Series C Redeemable Convertible Preferred Stock. The Company is
taking steps to complete the required accounting and plans to file the Form 10-Q
as soon as practicable.
The Company issued a press release on November 27, 2020, announcing that it had
received a notice from NYSE. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item
3.01 by reference.
Separate from the above, as previously discussed in the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on May
13, 2020, on May 8, 2020, the Company was notified by the NYSE that the NYSE
Regulation accepted the Company's plan to regain compliance with the Exchange's
continued listing standards set forth in Section 1003(a)(ii) of the NYSE
American Company Guide (the "Company Guide") by August 24, 2021, subject to
periodic review by the NYSE for compliance with the initiatives set forth in the
plan. If the Company is not in compliance with the continued listing standards
by August 24, 2021, or if the Company does not make progress consistent with the
plan during the plan period, the NYSE staff may initiate delisting proceedings
as appropriate. As previously reported, on February 24, 2020, the Company
received notice from the NYSE that the Company is not in compliance with the
continued listing standard set forth in Section 1003(a)(ii) of the Company
Guide. In order to maintain its listing on the NYSE, the NYSE had requested that
the Company submit a plan of compliance by March 25, 2020, addressing how the
Company intended to regain compliance with Section 1003(a)(ii) of the Company
Guide by August 24, 2021, which plan was submitted and accepted by the NYSE. We
are continuing to make progress with our plan of compliance as previously
submitted to the NYSE.
Item 8.01 Other Events.
In accordance with the NYSE's procedures, the Company issued a press release
announcing the receipt of the NYSE letter dated November 24, 2020. Attached as
Exhibit 99.1 hereto, and incorporated herein by reference, is a copy of the
Company's press release dated November 27, 2020, announcing the receipt of the
NYSE letter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated December 1, 2020
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