23 Dec 2020listing compliance notice▼ Bad
CAMBER ENERGY, INC. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Dec 2020listing compliance notice▼ BadMajor
Camber landed in a fresh NYSE compliance problem, this time for filing its Q3 2020 10-Q late - delayed by unresolved accounting questions over how to treat its Series C preferred stock in the pending merger's S-4 filing - with a six-month cure window before delisting risk, on top of the stockholders'-equity compliance plan already running from February.
16 Nov 2020late filing notice▼ Bad
CAMBER ENERGY, INC. notified the SEC that its quarterly report would be filed late.
14 Oct 2020business combination▼ BadMajor
Amendment No. 2 restated the Viking deal after four rounds of renegotiation - amendments in May and June 2020, an amended and restated merger agreement on August 31, then a further amendment on October 9 - and supplied the second fairness opinion the June filing had left as a blank annex, from Scalar, LLC alongside Mercer Capital. The 80/20 split in Viking's favour still stood, while Camber went on converting notes into stock at 15 cents a share and issuing millions of shares in the meantime.
9 Oct 2020business combination● NeutralMajor
Camber and Viking fixed the merger's ownership split at a flat 20% for Camber shareholders (ending the previous 15-25% sliding scale), pushed the deal deadline to December 31, 2020, and dropped a closing condition requiring consent from Viking's lender, ABC Funding.
9 Oct 2020merger communication● Neutral
Camber and Viking again amended their merger agreement, this time to fix the percentage of the combined company that Camber's own stockholders would hold after closing - a sign the ownership split was still being renegotiated less than three months before the deal was ultimately terminated.
9 Oct 2020merger communication● Neutral
Camber issued a press release on the Viking merger's status that also addressed unusually heavy trading volume in its own stock.
9 Oct 2020business combination▼ BadMajor
Camber's authorized share count was fully exhausted - all 25 million shares issued - purely from Series C preferred conversions, meaning it can no longer issue any new stock for anything (acquisitions, capital raises, employee comp, or further preferred conversions) until shareholders approve raising the cap, which the company now plans to seek at the same meeting called to approve the Viking merger.
15 Sept 2020merger communication▼ Bad
Camber and Viking gave another joint update on their now fully Amended and Restated Merger Agreement (dated August 31, 2020); Camber's share count had grown further to about 23.9 million.
15 Sept 2020business combination▼ BadMajor
Camber's share count climbed to nearly 23.9 million, edging up against its 25 million authorized limit, still driven almost entirely by Discover Growth Fund's ongoing Series C preferred conversions, as the Viking merger remained pending.
4 Sept 2020business combination▼ BadMajor
Far from a routine update: by this amendment the February 2020 Viking merger agreement had been amended three more times (15 June, 25 June) and then wholly amended and restated on 31 August 2020. The restated deal added Camber Series A preferred stock for Viking's preferred holders, with voting and conversion rights that float and would not be known when shareholders voted, and a new preferred-issuance proposal that closing now depended on.
3 Sept 2020business combination▼ BadMajor
Camber and Viking signed an Amended and Restated Merger Agreement: Viking's own preferred stock would convert into a new Camber Series A Preferred Stock on closing, an antitrust-filing requirement was dropped, and the deal now needs a tax opinion confirming it qualifies as a tax-free reorganization. The board also approved contingent-on-closing payouts to Camber's directors and officers (including $100,000 past-service payments and $50,000 success bonuses to interim CEO Louis Schott and CFO Robert Schleizer), plus post-merger consulting deals for Schott's and Schleizer's own companies.
3 Sept 2020merger communication● Neutral
Camber extended its digital-marketing services agreement with SylvaCap Media, and separately amended its Viking merger structure to let Viking's own Series C preferred holders convert into an equivalent new class of Camber preferred stock rather than only common stock.
14 Aug 2020quarterly activities report▼ Bad
CAMBER ENERGY, INC. reported quarterly revenue of $34 thousand and a net loss of $13.6 million for the period ended 2020-06-30.
13 Aug 2020business combination▼ BadMajor
Camber gave a further update on the Viking merger; its share count had grown to nearly 19 million (from a base of just 5 million authorized before April 2020) almost entirely because Discover Growth Fund kept converting its Series C preferred stock into common shares.
13 Aug 2020merger communication▼ Bad
Camber and Viking gave a joint update on the merger's status and 10-Q filing timing; Camber's share count had nearly doubled to about 18.9 million since April, almost entirely from Series C preferred stock converting into common shares.
7 July 2020merger communication▲ Good
Merger partner Viking Energy announced it had reactivated wells and begun selling stored oil inventory, alongside an update on the pending Camber-Viking merger.
7 July 2020business combination▲ Good
Viking reported it had reactivated shut-in wells and begun selling off stored oil inventory as prices recovered from the COVID-19 crash, alongside a further update on its pending merger with Camber.
2 July 2020merger communication▼ Bad
Camber disclosed that its latest annual report carried a going-concern warning from its auditor - a real signal of financial distress it was required to flag under NYSE American rules - while its share count kept climbing (13.2 million shares) as Series C preferred stock kept converting into common stock.
1 July 2020merger communication● Neutral
Camber clarified that its $4.2 million advance to Viking was actually made in exchange for an additional 5% stake in Elysium Energy Holdings, bringing Camber's total Elysium ownership to 30% - correcting an earlier filing that misstated both the Elysium entity name and the note amount.
30 June 2020late filing notice▼ Bad
CAMBER ENERGY, INC. notified the SEC that its annual report would be filed late.
26 June 2020merger communication● Neutral
Ahead of completing its own acquisition, Camber advanced money to merger partner Viking Energy under a secured note - an unusual step of the acquirer financing its target before the deal closed.
26 June 2020business combination▲ GoodMajor
Camber loaned Viking another $4.2 million (total $9.2 million since February) secured against Viking's Elysium and Ichor subsidiaries, and picked up a further 5% of Elysium (now 30% owned by Camber) as consideration; the loans are forgiven if the merger closes, but Viking would owe a 15.5% premium plus a scaled share of Elysium back to Camber if the deal instead falls apart.
23 June 2020merger communication● Neutral
Camber's preferred-stock investor bought another $6 million of Series C preferred stock (630 shares), continuing the recurring financing arrangement.
23 June 2020capital raising announcement▼ BadMajor
Opened another Series C tranche -- 630 shares for $6 million -- explicitly tied to the pending Viking merger, with a clause forcing Camber to buy the shares back at 110% of face value if the merger fails.
16 June 2020business combination▼ BadMajor
Camber and Viking pushed the merger's outside date from 30 June to 30 September 2020, with room to extend to year-end while Camber clears SEC comments. Camber's shares outstanding had reached 10.3 million, up almost entirely on conversions of its Series C preferred and the conversion premiums payable in stock on them - which is why shareholders had raised the authorised share count fivefold, from 5 million to 25 million, on 16 April.
16 June 2020merger communication● Neutral
Camber and Viking amended their merger agreement again, pushing back the date either side could walk away from the deal from June 30 to September 30, 2020 (with room to extend further), as the companies continued to negotiate final terms.
4 June 2020business combination▼ BadMajor
Registration statement for Camber's merger with Viking Energy Group, which is a reverse takeover in all but name: Viking's holders would take about 80% of the combined company and Camber's own shareholders be left with roughly 20%, at a ratio worth about 9 cents per Viking share when the deal was signed in February 2020. Mercer Capital had given the Camber board a fairness opinion in April, a second opinion was still an empty annex, and a reverse stock split was on the same ballot.
1 June 2020business combination● NeutralMajor
Camber and Viking amended their merger agreement to cap how much the deal's split (Viking holders set to get 80% of the combined company) could shift based on each side's cash contributions, and agreed not to raise capital from each other's existing shareholders without consent.
1 June 2020merger communication● Neutral
Camber and Viking amended their merger agreement to cap how much either side's ownership share could shift under the deal's adjustment formula, fix a cash-requirement error, and bar either company from raising money from the other's existing shareholders - the first of several rounds of renegotiation before this version of the deal ultimately fell apart at year-end.