Camber Energy Reports Material Agreement & Shareholder Rights Changes

TL;DR

**Camber Energy just inked a major deal and changed shareholder rights, watch for details!**

AI Summary

Camber Energy, Inc. filed an 8-K on February 21, 2024, reporting an event on February 15, 2024, related to an entry into a material definitive agreement and material modifications to rights of security holders. The filing indicates a significant corporate action that could impact the company's financial structure or shareholder rights, though specific details of the agreement are not provided in the summary information.

Why It Matters

This filing signals a potentially significant shift in Camber Energy's operational or financial strategy, which could affect its future performance and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and modifications to security holder rights, which could have either positive or negative implications depending on the undisclosed specifics.

Key Players & Entities

• Camber Energy, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• February 21, 2024 (date) — Filed as of date
• Nevada (company) — State of incorporation
• 001-32508 (dollar_amount) — Commission File Number

FAQ

Key Financial Figures

• $0 — of the Series C Preferred Stock and (y) $0.15, (ii) notwithstanding any other prov

Filing Documents

• cei_8k.htm (8-K) — 27KB
• cei_ex31.htm (EX-3.1) — 17KB
• cei_ex101.htm (EX-10.1) — 45KB
• cei_ex31img1.jpg (GRAPHIC) — 258KB
• 0001477932-24-000848.txt ( ) — 583KB
• cei-20240215.xsd (EX-101.SCH) — 6KB
• cei-20240215_lab.xml (EX-101.LAB) — 14KB
• cei-20240215_cal.xml (EX-101.CAL) — 1KB
• cei-20240215_pre.xml (EX-101.PRE) — 9KB
• cei-20240215_def.xml (EX-101.DEF) — 2KB
• cei_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 15, 2024, the Company entered into an agreement (the " Agreement ") with an investor (the " Investor ") that holds shares of the Series C redeemable convertible preferred stock of the Company (the " Series C Preferred Stock ") with certain conversion entitlements. The Agreement is in relation to an amendment to the fifth amended and restated certificate of designations regarding its Series C Preferred Stock, as amended (the " COD "). Particularly, in exchange for the release and indemnity as provided for in the Agreement, the Investor agreed to certain amendments to the COD. In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding promissory notes of the Company in favor of the Investor or any of its affiliates (collectively, " Notes ") and (ii) the Investor rescinded its prior notice to increase the beneficial ownership limitation to 9.99%, such that the limitation is restored to 4.99% effective five Business Days from the date of the Agreement. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, Item 1.01 of this report.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. On February 21, 2024, the Company filed with the Secretary of State of Nevada an amendment to the COD (the " Amendment ), dated as of February 21, 2024 (the " Amendment Date "), pursuant to the Agreement, which amended the COD to (i) establish a floor price in connection with determining the Conversion Premium (as defined in the COD) associated with conversions of Series C Preferred Stock, (ii) confirm that the Company may make an early redemption of any outstanding Series C Preferred Stock provided that outstanding promissory notes in favor of the Investor or its affiliates (collectively, the " Notes ") are paid in full, and (iii) confirm that no additional conversion shares will be owed to the Investor if the Notes are paid in full and all then outstanding shares of Series C Preferred Stock have been redeemed. Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (y) $0.15, (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to the Investor. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Second Amendment to Fifth Amended and Restated Designation of Series C Preferred Stock, dated February 21, 2024 10.1 Agreement by and between Camber Energy, Inc. and the Investor named therein, dated February 15, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant 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. Date: February 21, 2024 By: /s/ James A. Doris Name: James A. Doris Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR