Item 1.01 Entry Into a Material Definitive Agreement.

Source Press Release
Company Camber Energy, Inc. 
Tags Equity Financing, Financing
Date December 07, 2018

As previously disclosed, on November 23, 2018, Camber Energy, Inc. (the “Company”, “we” and “us”) and an institutional investor (the “Investor”), entered into a Stock Purchase Agreement (the “Purchase Agreement”). Under the terms of the Purchase Agreement, the Investor agreed to purchase up to 2,941 shares of Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock” and the “Maximum Shares”) from the Company for an aggregate of $28 million, including agreeing to purchase 106 shares of Series C Preferred Stock within two business days of the satisfaction of certain closing conditions, in consideration for $1 million (the “Initial Closing”), and additional shares of Series C Preferred Stock thereafter, until the Maximum Shares are sold, subject in each case to the applicable closing conditions.

On December 3, 2018, we entered into a First Amendment to Stock Purchase Agreement with the Investor (the “First Amendment” and the Purchase Agreement as amended by the First Amendment, the “November 2018 Purchase Agreement”), pursuant to which the parties agreed to (a) amend the Initial Closing to be for a total of $2.5 million and 263 shares of Series C Preferred Stock, and (b) change the terms of the Purchase Agreement to require that, notwithstanding the other closing conditions set forth in the November 2018 Purchase Agreement, for each sale of $800,000 of Series C Preferred Stock, in additional closings after the Initial Closing, that an aggregate dollar trading volume of at least $10 million must have traded on NYSE American during regular trading hours, from the trading day after the immediately prior closing until the trading day immediately before the relevant closing, but expressly excluding all volume traded on any days that the Investor is prevented or delayed from reselling shares of common stock.

On December 4, 2018, upon the satisfaction of the applicable closing conditions, the Investor acquired 262 shares of Series C Preferred Stock for a total of $2.5 million.

The Company plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, workovers on existing wells, and potential acquisitions.

The terms of the November 2018 Purchase Agreement, the rights and preferences of the Series C Preferred Stock (which Series C Preferred Stock sold pursuant to the November 2018 Purchase Agreement currently has a dividend rate of 24.95% per year), the closing conditions relating to the closings other than the Initial Closing and related items are described in greater detail in the Current Report on Form 8-K/A (Amendment No. 1) filed by the Company with the Securities and Exchange Commission on December 7, 2018.

The terms of the November 2018 Purchase Agreement and the Series C Preferred Stock are subject to, and qualified in their entirety by, (a) the form of November 2018 Purchase Agreement, as amended, a copy of which is incorporated by reference hereto as Exhibit 10.1 and 10.2; and (b) the Certificate of Designation of Series C Preferred Stock, as amended (the “Designation”) incorporated by reference as Exhibits 3.1 and 3.2 hereto, which are incorporated in this Item 1.01 by reference in their entirety.

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