Each one in plain English, with the numbers worked through for a shareholder.
19 Mar 2024material agreement termination▼ BadMajor
Camber's ambitious plan to buy the Reno renewable-diesel plant collapsed for good: the company and RESC Renewables Holdings mutually terminated the purchase agreement, ending a deal that had once been valued as high as $750 million.
21 Feb 2024security holder rights change▲ GoodMajor
Now merged with Viking, Camber renegotiated its Series C preferred terms again: a $0.15 floor was set under the conversion-price formula (limiting further death-spiral-style dilution as the stock falls), the investor gave back a prior increase in its ownership cap, and Camber committed at least half of any future capital raised to paying down that investor's notes.
Camber filed the pro forma financial statements required after completing its merger with Viking Energy on August 1, 2023 - a routine follow-up filing confirming the deal closed as planned.
Camber reported oil and gas sales of about $84,000 for the quarter ended June 30, 2023. Its accumulated deficit grew by roughly $0.4 million over the first six months of the year.
1 Aug 2023asset acquisition disposition● NeutralMajor
After three and a half years of on-again, off-again negotiations, the Camber-Viking merger finally closed: Viking became a wholly-owned Camber subsidiary, and Camber issued new shares equal to about 60% of its post-merger stock to former Viking holders, meaning Viking's own shareholders ended up with majority control of Camber.
NYSE accepted Camber's plan to fix its stockholders'-deficit problem - built around finally closing the Viking merger, commercializing Viking's technology licenses, and shrinking its Series C preferred stock - giving it until April 2024 to show progress.
The SEC declared the Camber-Viking merger registration statement effective; both companies scheduled shareholder votes for July 20, 2023, with closing expected around August 1, 2023.
Camber filed the final joint proxy statement/prospectus for its merger with Viking Energy Group. It registers the shares to be issued to Viking holders and sets special stockholder meetings for July 20, 2023.
Camber filed Amendment No. 3 to its S-4 registration statement for the proposed merger with Viking Energy Group, updating the joint proxy statement/prospectus and including financial data through 31 March 2023.
Camber's Amendment No. 2 to the S-4, dated 2 June 2023, set a record date of 22 May 2023 and scheduled the Camber special meeting for 20 July 2023, with virtual-only attendance.
Camber filed Amendment No. 1 to its S-4 registration statement on 23 May 2023 for the merger with Viking Energy Group, under the Merger Agreement dated 15 February 2021 and amended 18 April 2023. Record date and meeting details were still blank.
Camber filed an amended 10-Q for the quarter ended 31 March 2023 solely to fix a typo in total liabilities, correcting $542,313,356 to $52,313,356. No other changes were made to the original report.
Camber reported oil and gas sales of $93,471 for the quarter ended March 31, 2023, down from $136,407 a year earlier. Its accumulated deficit grew by about $2.3 million to $591.4 million.
On April 25, 2023, Camber signed two warrant termination agreements with its investors, who cancelled all warrants issued under the December 30 and 31, 2021 warrant agreements. In exchange Camber gave a release and indemnity, and the investors agreed Camber could redeem their remaining Series C preferred once all promissory notes to them were paid in full.
Three years after first agreeing to merge, Camber registered the shares for a re-cut Viking deal on the simplest possible terms: one Camber share for each Viking share, with the combined company to trade on NYSE American as CEI. The 2020 version of this deal had been amended four times and never closed.
Camber and Viking amended their February 2023 Amended and Restated Merger Agreement on April 18, 2023. Viking common stock still converts one-for-one into Camber common, and Viking Series E preferred converts into new Camber Series H preferred. James Doris would remain CEO of the combined company, headquartered in Houston.
Camber's financial position deteriorated sharply: NYSE flagged it for a stockholders' deficit of $17.1 million (not just low equity, but negative net worth) after five straight years of losses, triggering the exchange's most serious equity-compliance thresholds all at once, with a plan due by mid-May 2023 and a compliance target of October 2024.
Camber and Viking announced they were resuming merger talks - their third attempt at combining since 2020 - after the prior agreement had again stalled.
Renaissance Technologies LLC, RENAISSANCE TECHNOLOGIES HOLDINGS CORPORATION reported a CAMBER ENERGY, INC. shareholding of 198,213 shares (1.12% of votes) in a periodic institutional filing.
The stalled Reno renewable-diesel deal came back to life in a totally different shape: instead of Viking arranging hundreds of millions in bond financing, Camber itself signed on to buy the plant for $750 million gross (about $499 million after assumed debt), paid via a seller-financed note rather than cash - still highly conditional, including on antitrust clearance and a right of first refusal held by Phillips 66.