AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): September 15, 2020
name of registrant as specified in its charter)|
|(State or other jurisdiction
||(Commission File Number)
Louisiana, Suite 3500, Houston, Texas 77002
of principal executive offices)
telephone number, including area code)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, $0.001 Par Value Per Share
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). ☐
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. ☐
September 15, 2020, Camber Energy, Inc. (the “Company” or “Camber”) and Viking Energy Group,
Inc. (“Viking”), who are party to that certain Amended and Restated Agreement and Plan of Merger dated August
31, 2020 (the “merger agreement” and the merger contemplated therein, the “merger”), published
a joint press release providing an update on the status of the merger. A copy of the press release is included herewith as Exhibit 99.1 and
the information in the press release is incorporated by reference into this Item 8.01.
of September 14, 2020, the Company had 23,867,153 shares of common stock issued and outstanding. 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 Stockholder is subject to increase and adjustment as the price of the Company’s
common stock declines in value.
Statements and Exhibits. |
Release dated September 15, 2020|
of the matters discussed in this communication and in Exhibit 99.1 hereto 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.
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.
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 December 31, 2019 and Camber’s
Annual Report on Form 10-K for the year ended March 31, 2020, and subsequently filed Quarterly Reports on Form 10-Q.
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.
Information and Where to Find It
connection with the planned merger, on September 4, 2020, Camber filed with the Securities and Exchange Commission (SEC), an updated
preliminary draft of a registration statement on Form S-4 to register the shares of Camber’s common stock to be issued in
connection with the merger (the “Form S-4”). The registration statement includes 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 FINAL REGISTRATION STATEMENT
ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE FINAL 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 PLANNED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING,
CAMBER AND THE PLANNED MERGER.
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.vikingenergygroup.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 1415 Louisiana, Suite 3500, Houston, Texas, 77002, (210) 998-4035.
in the Solicitation
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 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, 2019. 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 final
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 final 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.
Offer or Solicitation
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.
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.
||CAMBER ENERGY, INC. |
||Robert Schleizer |
||Chief Financial Officer |
September 15, 2020
Release dated September 15, 2020|