Each one in plain English, with the numbers worked through for a shareholder.
13 May 2020capital raising announcement▼ BadMajor
Confirmed the SylvaCap Media marketing deal and disclosed the dilution toll of Series C conversions: only 6.7 million shares outstanding as of May 2020 even after a 5x increase in authorized shares, with the conversion-premium price down to $0.6721 and falling -- and admitted it still needed a transaction to regain NYSE compliance.
Because of COVID-19, Camber moved its special shareholder meeting on the Viking merger to a virtual-only format - an administrative change, not a delay of the vote itself.
Camber's pending reverse merger with Viking Energy Group - agreed February 3, 2020 - had already given it a 25% stake in Viking's oil-hedging subsidiary Elysium Energy, whose hedging terms were disclosed here just as COVID-19 hit oil markets.
Camber's preferred-stock investor bought another $5 million of Series C preferred stock (525 shares at a discount to face value), continuing the financing arrangement that had funded the company through its debt crisis.
Camber disclosed the January 23, 2020 letter of intent that started its Viking Energy courtship: a proposed reverse merger in which Viking's own shareholders would end up owning about 85% of the combined company.
Camber filed a press release under SEC merger-communication rules saying Elysium Energy, sole member of its 25%-owned Elysium Energy Holdings, hedged 75% of 2020 production from newly acquired Texas and Louisiana assets. The 25% stake came from Viking under the merger agreement.
With the Lineal pivot unwound, Camber landed back in NYSE American trouble: stockholders' equity had fallen to $3.1 million (below the $4 million minimum) after losses in three of the last four fiscal years, triggering another compliance-plan deadline, this time with an August 2021 target.
5 Feb 2020capital raising announcement● NeutralMajor
As part of the original Camber-Viking merger agreement, loaned Viking $5 million via a 10.5% secured note (maturing 2022) and simultaneously opened a fresh Series C Preferred sale -- financing both sides of the deal it was trying to close.
The Lineal merger was unwound by mutual agreement less than six months after closing: the combined company was never able to meet NYSE American's re-listing requirements, so Lineal's original owners took the business back and Camber's Series E/F preferred stock was cancelled - averting the threatened 93%+ dilution of common shareholders, but leaving Camber with about $2.34 million in notes receivable from Lineal instead of the operating business it had hoped to build around.
Camber reported quarterly revenue of $6.4 million, mostly $6.3 million of contract revenue from the newly acquired Lineal, and a net loss of $277 thousand for the quarter ended September 30, 2019. Oil and gas revenue was $93 thousand.
Camber reported revenue of $121 thousand and a net loss of $1.3 million for the quarter ended June 30, 2019. Revenue was down from $1.7 million a year earlier.
10 July 2019asset acquisition disposition● NeutralMajor
Camber completed its acquisition of Lineal Star Holdings - parent of veteran pipeline-services firm Lineal Industries (Pittsburgh) and Lineal Star Incorporated (Houston) - paying with newly issued preferred stock; this is the reverse-merger deal that Camber would go on to unwind before shareholder approval later that year, per the company's existing history.
Camber closed its reverse merger with Lineal Star Holdings (pipeline integrity/construction businesses Lineal Industries and Lineal Star), acquiring 100% of Lineal for new preferred stock. Once shareholders approve - not expected before November 2019 - Lineal's former owners would hold 66.67% of Camber and existing common shareholders would be diluted to just 6.67%; the filing also reveals, for the first time, that Camber's mystery Series C preferred investor since 2017 is Discover Growth Fund, which would hold a further 26.67% via new Series D preferred stock. Camber separately loaned Lineal $1.05 million.
Camber agreed with Alan Dreeben, a former director and sole Series B holder, to convert all 44,000 Series B shares into 503 common shares for $25,000 in cash. This released $1.1 million of liquidation preference so no Series B would remain when the planned pipeline-services acquisition closed.
Camber completed due diligence on Lineal Star Holdings and moved into negotiating final, tax-free merger documents, targeting a definitive agreement within about two weeks.
Camber named its reverse-merger target: Lineal Star Holdings, a 64-year-old pipeline integrity, construction and field-services business with master service agreements in Pennsylvania, Ohio and West Virginia and expansion plans into Texas and the Gulf South. Lineal's owners would end up with 67-70% voting control of Camber once the all-stock deal closes.
NYSE American gave preliminary, non-binding approval to the structure of Camber's planned pipeline-services reverse merger, clearing a key regulatory hurdle while final documents were negotiated.
Camber signed a revised non-binding letter of intent, changed after discussions with NYSE American, to acquire a pipeline services and construction company in an all-stock deal. The seller would get preferred stock convertible into 67-70% of Camber's fully diluted common stock, with closing planned in four to five weeks.
Under new interim CEO Louis Schott, Camber pivoted strategy: it signed a non-binding letter of intent for an all-stock reverse merger with an unnamed pipeline integrity, construction and field-services company, which would give the target's owners 67% voting control of Camber. It also dropped a separate plan to buy Kansas oil and gas working interests after diligence found it wasn't worth pursuing.
Camber regained compliance with three NYSE American stockholders' equity listing standards after a process that began in August 2017, with equity of $7.6 million at December 31, 2018. It remained out of compliance with the low share-price standard.
Camber filed an amendment to its 10-Q for the quarter ended September 30, 2018, correcting its total estimated proved reserves figure, which had been misreported through a clerical error. No financial statements were included.
Camber filed an amendment to its 10-Q for the quarter ended June 30, 2018, correcting its total estimated proved reserves figure, which had been misreported through a clerical error. No financial statements were included.
Condagua, LLC and John and A. Glenn Helmers filed an amendment to their 2017 Schedule 13G/A, correcting their Camber holding of 11,570 shares to 0.017% of the class rather than the 6.64% previously stated.
Discover Growth Fund, LLC reported beneficial ownership of 676,598 Camber common shares (9.99% of the class) through convertible Series C preferred stock issued December 10, 2018. It has no voting power, having granted an irrevocable proxy to Camber's board.