CEI Camber Energy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2021
Camber Energy, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
15915 Katy Freeway
Suite 450, Houston, TX
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 404-4387
(Former name or former address, if changed since last report)
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 (see General Instructions A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class
Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share
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 2.01 Completion of Acquisition or Disposition of Assets.
On October 12, 2021, Viking Energy Group, Inc. (“Viking”), a majority-owned subsidiary of Camber Energy, Inc. (“Camber” or the “Company”), entered into an Assignment of Membership Interests (the “Assignment Agreement”) with TO Elysium 2021, L.L.C. (“Assignee”), pursuant to which Viking assigned all of its membership interests in Elysium Energy Holdings, LLC (“Holdings”) to the Assignee, effective October 12, 2021.
Holdings is the owner of all of the membership interests in Elysium Energy, LLC (“Elysium Energy”), which owns all of the membership interests of Elysium Energy LA, LLC (“Elysium LA”), Elysium Energy TX, LLC (“Elysium TX”), Turtle Bayou, L.L.C. (“Turtle Bayou”), Ramos Field, L.L.C. (“Ramos”), Point a La Hache, L.L.C. (“Point”), and Potash, L.L.C. (“Potash” and, together with Holdings, Elysium Energy, Elysium LA, Elysium TX, Turtle Bayou, Ramos, and Point, the “Elysium Entities”), which collectively owned approximately 70 producing wells, 19 salt water disposal wells, and 34 shut in wells as of June 30, 2021. The assets held by the Elysium Entities were acquired by the Elysium Entities February 2020 from an affiliate of the Assignee (the “Original Acquisition”).
In connection with the Original Acquisition, the Elysium Entities entered into that certain Term Loan Agreement, dated as of February 3, 2020, by and among the Elysium Entities and 405 Woodbine LLC, as administrative agent, and the lenders signatory thereto (the “Term Loan”). The obligations under the Term Loan are secured by mortgages on the oil and gas leases of the Elysium Entities, a security agreement covering all assets of Elysium Energy, Elysium LA, Elysium TX, Turtle Bayou, Ramos, Point and Potash, and a pledge by Elysium Holdings of all if the membership interests in Elysium Energy. Camber and Viking are not parties to the Term Loan. Concurrent with the closing of the Original Acquisition and entrance into the Term Loan in February 2020, Elysium Energy also entered into one or more hedge contracts with respect to a certain percentage of the estimated oil and gas production from Elysium Energy’s oil and gas assets, expiring on or about August 2022. The consideration for the conveyance of the Elysium Entities by Viking was the assumption by Assignee of all of the obligations associated with the Elysium Entities.
The foregoing description of the Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified by, the full text of the Assignment Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Pro Forma Financial Information
As previously disclosed in Camber’s Current Report on Form 8-K filed on September 16, 2021, Camber is filing restated financial statements and, accordingly, is currently unable to provide financial statements giving pro forma effect to the Assignment Agreement. Camber will provide unaudited pro forma financial statements giving effect to the transactions under the Assignment Agreement as of and for the periods required by Regulation S-X on or about the time that it provides reclassified financial statements.
Please see the Current Report on Form 8-K filed today by Viking, which includes unaudited pro forma financial statements of Viking as of and for the six months ended June 30, 2021 and year ended December 31, 2020, in each case giving effect to the transactions under the Assignment Agreement and other completed transactions.
Cover Page Interactive Data File (embedded within Inline XBRL document).
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: October 18, 2021
/s/ James A. Doris
James A. Doris
Chief Executive Officer