Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2019 (the "Effective Date"), Camber Energy, Inc. (the "Company",
"we" and "us"), entered into, and closed the transactions contemplated by, a
Preferred Stock Redemption Agreement (the "Redemption Agreement" and the
redemption contemplated thereby, the "Redemption"), by and between the Company,
Lineal Star Holdings, LLC, the Company's wholly-owned subsidiary at the time of
the entry into the Redemption Agreement ("Lineal"), Lineal's wholly-owned
subsidiaries, and the holders of the Company's Series E Redeemable Convertible
Preferred Stock ("Series E Preferred Stock") and Series F Redeemable Preferred
Stock ("Series F Preferred Stock", and the holders of the Series E Preferred
Stock and Series F Preferred Stock, the "Preferred Holders").
As previously disclosed in the Current Report on Form 8-K/A filed by the
Company with the Securities and Exchange Commission on July 10, 2019 (the "July
2019 Form 8-K/A"), effective on July 9, 2019, the Company had acquired 100%
ownership of Lineal from the Preferred Holders, then members of Lineal, in
consideration for 1,000,000 shares of Series E Preferred Stock and 16,750 shares
of Series F Preferred Stock, pursuant to the terms of an Agreement and Plan of
Merger entered into on July 9, 2019 (the "Merger").
The certificate of designations providing for the rights and preferences of the
Series E Preferred Stock and Series F Preferred Stock allowed for certain rights
of the Preferred Holders, including, in certain cases, the redemption, at the
option of the Preferred Holders, of all shares of Series E Preferred Stock and
Series F Preferred Stock, for 100% of the outstanding interests of Lineal held
by the Company.
Pursuant to the Redemption Agreement, the parties thereto mutually agreed to
unwind the Merger and allow for the redemption in full of Lineal by the
Preferred Holders. The mutual determination to move forward with such redemption
transaction was due partially to the fact that the parties have, since the date
of the Merger, been, for various reasons, unable to complete a further
acquisition or combination which would allow the post-Merger combined company to
meet the initial listing standards of the NYSE American. This was a requirement
to the Company having to seek shareholder approval for the terms of the Series E
Preferred Stock (including the voting rights (i.e., the right, together with the
Series F Preferred Stock, to vote 80% of the Company's voting shares) and
conversion rights (i.e., the right to convert into between 67-70% of the
Company's post-shareholder approval capitalization) associated therewith).
Consequently, and because no definitive timeline was able to be established for
when the Company believed it would meet the NYSE American initial listing
standards and consequently, when shareholder approval would be sought or
received for the terms of the Series E Preferred Stock and Series F Preferred
Stock, the Preferred Holders and the Company determined it was in their mutual
best interests to unwind the Merger by way of the Redemption.
Pursuant to the Redemption Agreement, effective as of December 31, 2019, each
holder of Series E Preferred Stock transferred such Series E Preferred Stock to
Camber in consideration for their pro rata share (except as discussed below in
connection with the Series F Preferred Stock holder, who was also a holder of
Series E Preferred Stock) of 100% of the Common Shares of Lineal and the holder
of the Series F Preferred Stock transferred such Series F Preferred Stock (and
such Series E Preferred Stock shares held by such holder) to Camber in
consideration for 100% of the Preferred Shares of Lineal and as a result,
ownership of 100% of Lineal was transferred back to the Preferred Holders, the
original owners of Lineal prior to the Merger. Additionally, all of the Series E
Preferred Stock and Series F Preferred Stock of the Company was automatically
cancelled and deemed redeemed by Camber and the Series F Holder waived and
forgave any and all accrued dividends on the Series F Preferred Stock. The
Series E Preferred Stock and Series F Preferred Stock is described in greater
detail in the July 2019 Form 8-K/A.
The Redemption Agreement also provided for (a) the entry by Lineal and the
Company into a new promissory note in the amount of $1,539,719, evidencing the
repayment of a promissory note in the original amount of $1,050,000 provided by
Lineal to Camber at the time of the closing of the Merger, together with
additional amounts loaned by Camber to Lineal through December 31, 2019 (the
"New Note"); (b) the loan by the Company to Lineal of an additional $800,000,
which was evidenced by a promissory note in the amount of $800,000, entered into
by Lineal in favor of the Company on December 31, 2019 ("Note No. 2"); and (c)
the termination of the prior Plan of Merger and Funding and Loan Agreement
entered into in connection therewith (pursuant to which all funds previously
held in a segregated account for future Lineal acquisitions, less amounts loaned
pursuant to Note No. 2, were released back to the Company).
The Redemption Agreement also requires the Company to obtain a tail directors
and officers liability insurance policy for six years following the effective
date of the Redemption, which must be in place prior to December 31, 2020 and
provides for (i) mutual general releases by (a) Lineal, its subsidiaries, and
each Preferred Holder, subject to certain limited exceptions in the event of a
third-party claim and (b) the Company; (ii) non-disparagement and
confidentiality obligations of the parties and (iii) indemnification
obligations, each as described in greater detail in the Redemption Agreement.
The New Note, issued by Lineal as borrower, in the amount of $1,539,719, accrues
. . .
Item 1.02 Termination of a Material Definitive Agreement.
A consequence of the Redemption is that the (a) Security Exchange Agreement
dated July 8, 2019 (the "Exchange Agreement"), by and between the Company and
Discover Growth Fund LLC ("Discover"); and (b) Termination Agreement dated July
8, 2019, by and between the Company and Discover Growth Fund ("Discover
Growth"), which were to affect, among other things, the exchange of the
outstanding shares of Series C Redeemable Convertible Preferred Stock of the
Company held by Discover for shares of Series D Convertible Preferred Stock, and
terminate certain agreements and understandings with Discover Growth (the
"Discover Growth Agreements"), respectively, which would have resulted in the
number of shares of common stock issuable to Discover upon conversion of the
Series D Convertible Preferred Stock being reduced and fixed, are effectively
automatically terminated and of no force and effect. As such, Discover and
Discover Growth will continue to hold shares of Series C Redeemable Convertible
Preferred Stock which are convertible into a significant number of shares of the
Company's common stock pursuant to their terms (as described in greater detail
in the Company's last Quarterly Report on Form 10-Q) and the Company will
continue to have obligations under the Discover Growth Agreements, pursuant to
their original stated terms.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information and disclosures in Item 1.01 above relating to the Redemption
Agreement and the Redemption, are incorporated by reference in this Item 2.01 in
their entirety.
Item 8.01 Other Events.
On January 3, 2020, the Company filed a press release announcing the Redemption.
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.
As of December 31, 2019, the Company had 4,709,167 shares of common stock issued
and outstanding. The increase in our outstanding shares of common stock from the
date of the Company's October 29, 2019, 1-for-50 reverse stock split (after
which the Company had approximately 1.5 million shares of common stock issued
and outstanding), is due to conversions of shares of Series C Preferred Stock of
the Company into common stock, and conversion premiums due thereon, which are
payable in shares of common stock, pursuant to the designation of such Series C
Preferred Stock, at a current conversion price of $0.001 per share. The
conversions are in the sole discretion of the Series C Preferred Stock holders
(Discover and Discover Growth).
As a result of the above, and the decrease in authorized shares of common stock
of the Company which was affected in connection with the October 29, 2019
reverse stock split (which decreased the Company's total authorized common stock
in the same ratio as the reverse split of our outstanding common stock, to 5
million shares), as of December 31, 2019, the Company had only 290,833 shares of
common stock available for future issuances. Because the Series C Preferred
Stock converts pursuant to its terms into significantly more shares of common
stock than are currently available for future issuance, and because the holders
of the Series C Preferred Stock have been requesting conversions (and/or
issuances of shares held in abeyance following prior conversions) almost every
trading day, we anticipate running out of authorized but unissued shares of
common stock within the next few weeks at which time there will be 5,000,000
issued and outstanding shares of common stock. At such time as we run out of
authorized but unissued shares of common stock, the dilution to common
shareholders which has historically been caused by conversions of Series C
Preferred Stock will cease, and the number of outstanding shares of common stock
will be fixed, until such time in the future as the Company requests, and
receives, shareholder approval for an increase in the total number of authorized
shares of common stock.
Notwithstanding the above, we also anticipate that when we reach the limit of
our authorized common stock it may negatively affect our ability to undertake
transactions which may be accretive to shareholder value. For example, until
such time as our authorized shares of common stock are increased (which will
require shareholder approval at an annual or special meeting of shareholders),
we will not be able to issue any shares of common stock upon the conversion of
outstanding preferred stock and we will not be able to use our common stock as
consideration for any acquisitions or combination transactions. Furthermore, we
may not be able to sell equity or convertible debt to raise funding, or issue
share based compensation to officers, directors, employees or consultants.
Item 9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information
To be filed by amendment, no later than four (4) business days after the
Effective Date.
(d)
Exhibits.
Exhibit
Number Description of Exhibit
Preferred Stock Redemption Agreement dated December 31, 2019, by and among
Camber Energy, Inc., Lineal Star Holdings LLC, Lineal Industries Inc.,
2.1 Lineal Star, Incorporated and each of the holders of the Series E
Redeemable Convertible Preferred Stock and Series F Redeemable Preferred
Stock of Camber
10.1 $1,539,719 Promissory Note effective December 31, 2019, evidencing amounts
owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
10.2 $800,000 Promissory Note No. 2 effective December 31, 2019, evidencing
amounts owed by Lineal Star Holdings, LLC to Camber Energy, Inc.
99.1 Press Release dated January 3, 2020
99.2* Unaudited Pro Forma Financial Information of Camber Energy, Inc.
* To be filed by amendment, no later than four (4) business days after the
Effective Date.
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