Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 21, 2021, Camber Energy, Inc. (the "Company") received notice from the
NYSE Regulation staff of the NYSE American LLC (the "Exchange") that the Company
is not in compliance with the Exchange's continued listing standards as set
forth in Section 1007 of the NYSE American Company Guide (the "Company Guide")
given the Company failed to timely file (the "Filing Delinquency") its Form 10-K
for the 9-month transition period ended December 31, 2020 (the "Report"). The
delinquency will be cured via the filing of the Report.
The Company previously filed a Form 12b-25 with the Securities and Exchange
Commission on May 6, 2021, to extend the due date for the Report. The Form
12b-25 disclosed that the Report was unable to be filed on time due to delays in
assembling the financial information required to be reviewed by the Company's
independent auditor, and in completing the accounting of certain transactions
affecting the Company. Such further delay in filing the Report past the deadline
set forth in the Form 12b-25 is due to issues that have arisen in connection
with (i) finalizing the determination of the fair values of both assets and
liabilities associated with the Company's acquisition of a controlling interest
in Viking Energy Group, Inc. in December of 2020, and (ii) key personnel changes
at the Company's independent auditing firm. The Company is taking steps to
complete the required accounting and plans to file the Report as soon as
During the six-month period from the date of the Filing Delinquency (the
"Initial Cure Period"), the Exchange will monitor the Company and the status of
the Report and any subsequent delayed filings, including through contact with
the Company, until the Filing Delinquency is cured. If the Company fails to cure
the Filing Delinquency within the Initial Cure Period, the Exchange may, in the
Exchange's sole discretion, allow the Company's securities to be traded for up
to an additional six-month period (the "Additional Cure Period") depending on
the Company's specific circumstances. If the Exchange determines an Additional
Cure Period is not appropriate, suspension and delisting procedures will
commence in accordance with the procedures set out in Section 1010 hereof. If
the Exchange determines that an Additional Cure Period of up to six months is
appropriate and the Company fails to file its Delinquent Report and any
subsequent delayed filings by the end of that period, suspension and delisting
procedures will generally commence.
The Company is committed to filing the Report to achieve compliance with the
Exchange's requirements, and, although there are no guarantees it will do so,
the Company expects to file the Report within the Initial Cure Period.
Item 8.01. Other Events.
On May 24, 2021, in accordance with the Exchange's procedures, the Company
issued a press release discussing the matters disclosed in Item 3.01 above. A
copy of the press release is included herewith as Exhibit 99.1, which is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
Number Description of Exhibit
99.1 Press Release dated May 24, 2021
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