Current Report Filing (8-k)
24 December 2020 - 8:18AM
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): December 19, 2020
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)
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(I.R.S. Employer
Identification No.)
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1415
Louisiana, Suite 3500, Houston, Texas 77002
(Address
of principal executive offices)
(210)
998-4035
(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:
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 Par Value Per Share
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CEI
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NYSE
American
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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). ☐
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.
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Entry
into a Material Definitive Agreement.
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On
December 19, 2020, the Board of Directors of Camber Energy, Inc. (the “Company”, “we” and
“us”) entered into First Amendments to the Past Service Payment and Success Bonus Agreements entered into on
August 31, 2020, with each non-executive member of the Board of Directors, and each of Louis G. Schott, our Interim Chief Executive
Officer and Robert Schleizer, our Chief Financial Officer (collectively, the “Compensation Agreements”). Pursuant
to such agreements as amended: each non-executive director, and each officer, of the Company, is to receive, contingent upon closing
the acquisition of majority voting control of Viking Energy Group, Inc., a payment of $100,000 in consideration for past services
provided to the Company through the date of the acquisition as a member of the Board of Directors/officer, and $50,000 as a success
bonus for the Company’s successful completion of the acquisition.
The
foregoing description of the Compensation Agreements above, is subject to, and qualified in its entirety by, the Compensation
Agreements, attached hereto as Exhibits 10.2, 10.4, 10.6 and 10.8, respectively,
which are incorporated in this Item 1.01 by reference in their entirety.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03
in its entirety.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02
in its entirety.
Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
of Exhibit
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10.1
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Louis G. Schott (Filed as Exhibit 10.4 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.2*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Louis G. Schott
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10.3
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Robert Schleizer (Filed as Exhibit 10.5 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.4*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Robert Schleizer
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10.5
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Fred Zeidman (Filed as Exhibit 10.6 to Camber’s Report on Form
8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.6*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Fred Zeidman
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10.7
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with James G. Miller (Filed as Exhibit 10.7 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.8*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with James G. Miller
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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.
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CAMBER ENERGY, INC.
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By:
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/s/
Robert Schleizer
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Name:
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Robert Schleizer
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Title:
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Chief Financial Officer
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Date:
December 23, 2020
EXHIBIT INDEX
Exhibit
Number
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Description
of Exhibit
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10.1
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Louis G. Schott (Filed as Exhibit 10.4 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.2*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Louis G. Schott
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10.3
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Robert Schleizer (Filed as Exhibit 10.5 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.4*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Robert Schleizer
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10.5
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with Fred Zeidman (Filed as Exhibit 10.6 to Camber’s Report on Form
8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.6*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with Fred Zeidman
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10.7
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Past Service Payment
and Success Bonus Agreement dated August 31, 2020, with James G. Miller (Filed as Exhibit 10.7 to Camber’s Report on
Form 8-K, filed with the Commission on September 3, 2020 and incorporated herein by reference) (File No. 001-32508)
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10.8*
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First Amendment
to Past Service Payment and Success Bonus Agreement dated December 19, 2020, with James G. Miller
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