0001580695-19-000179.txt : 20190502 0001580695-19-000179.hdr.sgml : 20190502 20190502080149 ACCESSION NUMBER: 0001580695-19-000179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190502 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190502 DATE AS OF CHANGE: 20190502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBER ENERGY, INC. CENTRAL INDEX KEY: 0001309082 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980417780 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32508 FILM NUMBER: 19789795 BUSINESS ADDRESS: STREET 1: 1415 LOUISIANA STREET STREET 2: SUITE 3500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (210) 998-4035 MAIL ADDRESS: STREET 1: 1415 LOUISIANA STREET STREET 2: SUITE 3500 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: LUCAS ENERGY, INC. DATE OF NAME CHANGE: 20060620 FORMER COMPANY: FORMER CONFORMED NAME: Panorama Investments Corp DATE OF NAME CHANGE: 20041118 8-K 1 cei-8k_050219.htm CURRENT REPORT
 

 

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): May 2, 2019

 

Camber Energy, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   001-32508   20-2660243
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. 

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share CEI NYSE American

 

 
 
Item 8.01 Other Events.

 

On May 2, 2019, Camber Energy, Inc. (the “Company”, “we” and “us”) filed a press release announcing the name of the acquisition target which the Company plans to acquire pursuant to the previously disclosed non-binding letter of intent relating to a business combination. 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number
  Description of Exhibit
99.1   Press release dated May 2, 2019

 

 
 

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.

 

  CAMBER ENERGY, INC. 
   
   
  By:  /s/ Robert Schleizer 
  Name:   Robert Schleizer 
  Title:   Chief Financial Officer 

 

Date: May 2, 2019 

  

 

 
 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description of Exhibit
99.1   Press release dated May 2, 2019

 

 

 

 

 

 

EX-99.1 2 ex99-1.htm PRESS RELEASE
 

Camber Energy, Inc. 8-K

 

Exhibit 99.1

 

Camber Energy Announces Revised Letter of Intent with Lineal Star Holdings 

HOUSTON, TX / ACCESSWIRE / May 2, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the “Company” or “Camber”), based in Houston, Texas, today announced a revised letter of intent with Lineal Star Holdings www.LinealStar.com, the acquisition target which Camber is seeking to acquire pursuant to its previously disclosed letter of intent. Lineal’s subsidiaries provide midstream and downstream pipeline integrity services, specialty construction and field services. Lineal’s primary operating subsidiary has been in the pipeline integrity, construction and services industry for 64 years. It has Master Service Agreements in Pennsylvania, Ohio and West Virginia, with planned growth in Texas, the Gulf South and Mid-Continent.

It is contemplated that Camber will issue a new series of convertible preferred stock which will be convertible into 67-70% of the fully diluted common stock of Camber after shareholder approval as required under the applicable NYSE American Rules and Requirements. Upon receipt of shareholder approval, the shareholders of Lineal will have voting control of the company.

Mr. Louis Schott, the Interim CEO of Camber stated, “We are extremely excited about the planned acquisition of Lineal.  Their experienced team understands the unique challenges of providing upstream, midstream or downstream pipeline services in various basins throughout the United States.  They will bring an existing base of business with top tier companies and a very large portfolio of opportunities.”

Mr. Schott further stated, “We are also reviewing several acquisition targets concurrent with our due diligence on Lineal that could potentially expand our offerings, capabilities and opportunities for revenue.”

The closing of the Lineal transaction, which is an all-stock transaction, is subject to customary closing conditions, negotiation of final transaction documents and transaction terms, and other conditions, including, but not limited to the consent of the holder of our Series C Preferred Stock, executing an agreement with Camber’s Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights thereof, and obtaining the requisite NYSE American approval. The transaction may not close timely, on the terms set forth in the Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties contemplate entering into a definitive agreement in connection with the transaction in early May 2019, which agreement and definitive terms associated therewith will be included on a Form 8-K filed by the Company

About Camber Energy, Inc.

Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins. For more information, please visit the Company’s website at www.camber.energy.

 
 

Safe Harbor Statement and Disclaimer

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third party consents; risks relating to funding we may never receive pursuant to the November 2018 Stock Purchase Agreement; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including, but not limited to the acquisition disclosed above, and the risks of not closing such transactions; and other risks described in Camber’s most recent Annual Report on Form 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.