Item 1.01. Entry into a Material Definitive Agreement.
On
The Purchase Price was paid by the Investor via payment of
There are 2,636 shares of Series G Preferred Stock associated with each Note, and the Investor may not convert the shares of preferred stock associated with each Note into shares of common stock or sell any of the underlying shares of common stock (the "Conversion Shares") unless that Note is paid in full by the Investor.
The Company may in its sole discretion redeem the 2,636 shares of Series G
Preferred Stock associated with each Note by paying the Investor
Warrants
On
NYSE Approval Requirement
The Company agreed to use its best efforts to obtain an exception to any shareholder approval requirement from NYSE American or to obtain such approval regarding the issuance of the Conversion Shares and Warrant Shares as soon as possible and in any event no later than the Company's next annual meeting of stockholders.
Registration Statement
The Company agreed use its best efforts to file with the
2 Terms of Series G Stock
The rights, entitlements and other characteristics of the Series G Preferred
Stock are set out in the Certificate of Designations of Preferences, Powers,
Rights and Limitations of Series G Redeemable Convertible Preferred Stock filed
by the Company with the
Pursuant to the COD, the Series G Preferred Stock may be converted into shares
of common stock at any time at the option of the holder at a price per share of
common stock equal to
The Series G Preferred Stock, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Company's common stock; (b) junior to the Series C Redeemable Convertible Preferred Stock, (c) senior to the Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Company after the date of this Designation; (d) senior, pari passu or junior with respect to any other series of Preferred Stock, as set forth in the Certificate of Designations of Preferences, Powers, Rights and Limitations with respect to such Preferred Stock; and (d) junior to all existing and future indebtedness of the Company.
Except as prohibited by applicable law or as set forth herein, the holders of shares of Series G Preferred Stock will have the right to vote together with holders of common stock and Series C Preferred on all matters other than: (i) the election of directors; (ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series G Preferred Stock), in each instance on an as-converted basis, subject to the beneficial ownership limitation in the COD even if there are insufficient shares of authorized common stock to fully convert the shares of Series G Preferred Stock into common stock.
Commencing on the date of the issuance of any such shares of Series G Preferred Stock, each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0% per annum, subject to adjustment as provided in the COD, of the Face Value. Dividends will be payable with respect to any shares of Series G Preferred Stock upon any of the following: (a) upon redemption of such shares in accordance with the COD; (b) upon conversion of such shares in accordance with the COD; and (c) when, as and if otherwise declared by the board of directors of the Corporation.
Dividends, as well as any applicable Conversion Premium payable hereunder, will
be paid in shares of common stock valued at (i) if there is no Material Adverse
Change ("MAC") as at the date of payment or issuance of common shares for the
Conversion Premium, as applicable, (A) 95.0% of the average of the 5 lowest
individual daily volume weighted average prices of the common stock on the
Trading Market during the applicable Measurement Period, which may be
non-consecutive, less
Item 3.02. Unregistered Sales of
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of Series G Preferred Stock were sold to the Investor in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as there was no general solicitation, the transactions did not involve a public offering, and the Investor is accredited.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Certificate of Designations of Preferences, Powers, Rights and 3.1 Limitations of Series G Redeemable Convertible Preferred Stock datedDecember 30, 2021 10.1 Stock Purchase Agreement by and betweenCamber Energy, Inc. and the Investor Named Therein, dated on or aboutDecember 30, 2021 10.2 Promissory Note from the Investor Named Therein in favor ofCamber Energy, Inc. , payable onMarch 31, 2022 10.3 Promissory Note from the Investor Named Therein in favor ofCamber Energy, Inc. , payable onJune 30, 2022 10.4 Promissory Note from the Investor Named Therein in favor ofCamber Energy, Inc. , payable onSeptember 30, 2022 10.5 Promissory Note from the Investor Named Therein in favor ofCamber Energy, Inc. , payable onDecember 31, 2022 10.6 Warrant Agreement issued byCamber Energy, Inc. to the Investor Named Therein, dated on or aboutDecember 31, 2021 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 4
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