Current Report Filing (8-k)
16 November 2017 - 12:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 9
, 2017
Camber
Energy, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
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001-32508
|
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20-2660243
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(State
or other jurisdiction of incorporation)
|
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(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
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4040
Broadway, Suite 425, San Antonio, Texas 78209
(Address
of principal executive offices)
(713)
528-1881
(Registrant’s
telephone number, including area code)
Check
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
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).
|
Emerging
growth company ☐
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If
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. ☐
Item
1.01
Entry
into a Material Definitive Agreement.
As
described below in Item 2.01, which information is incorporated in this Item 1.01 by reference, on November 7, 2017, Camber Energy,
Inc. (the “
Company
”, “
we
” and “
us
”), entered into and affected the transactions
contemplated by the Sale Agreement.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
On
November 9, 2017, the Company (through its subsidiary, Camber Permian LLC) and NFP Energy LLC (“
NFP
”), its
joint venture partner, sold oil and gas properties totaling approximately 2,452 acres in Gaines County, Texas, to Fortuna Resources
Permian, LLC (“
Fortuna
”), for $1,000 per acre or an aggregate of $2,206,718 payable to the Company (with $245,213
payable to NFP), pursuant to the terms of a letter agreement (the “
Sale Agreement
”) and an Assignment, Bill
of Sale and Conveyance to Fortuna, both dated November 9, 2017 and effective November 1, 2017. This acreage, part of the Company’s
“
Jackrabbit
” acreage, targeted the San Andres formation in the Permian Basin. Additionally, the Company
and NFP jointly terminated their venture.
With
the proceeds from the sale, the Company paid the 1st lien holders including Alan Dreeben (a former director of the Company) and
2nd lien holder Vantage Fund, LLC (“
Vantage
”), thus reducing its liabilities by $1,518,924 and paid NFP $662,072
to terminate the joint venture agreement. The Company maintains a 90% ownership position in the remaining 1,100 acres in the area.
The net proceeds from the sale to the Company totaled $25,914.
Item
7.01
Regulation
FD Disclosure.
On
November 13, 2017, the Company filed a corrected press release announcing the date for its 2018 Annual Meeting of
Stockholders, January 3, 2018, and that any notice of business or nominations with respect to the 2018 Annual Meeting of
Stockholders must be received by the Company at its principal executive offices at 4040 Broadway, Suite 425, San Antonio,
Texas 78209, Attention: Corporate Secretary by no later than 5:00 p.m., Central Time, on November 22, 2017. A copy of the
press release is attached herewith as
Exhibit 99.1
and is incorporated by reference herein.
On November 15, 2017, the Company filed a
press release disclosing the Sale Agreement and certain other matters, a copy of which is attached herewith as
Exhibit 99.2
.
Item 9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
|
|
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10.1
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Letter
Agreement dated November 9, 2017, between Camber Permian LLC, NFP Energy LLC and Fortuna Resources Permian, LLC
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10.2
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Assignment,
Bill of Sale and Conveyance to Fortuna Resources Permian, LLC dated November 9, 2017
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99.1
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Corrected
Press Release dated November 13, 2017
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99.2
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Press Release dated November 15, 2017
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SIGNATURE
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.
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CAMBER
ENERGY, INC.
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|
|
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By:
/s/
Bob Schleizer
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|
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Name:
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Bob
Schleizer
|
|
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Title:
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Chief
Financial Officer
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Date: November 15, 2017
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