UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Under Rule 14a-12
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CAMBER ENERGY,
INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11.
CAMBER ENERGY
15915 Katy Freeway, Suite 450
Houston, Texas 77094
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On April 26, 2023
_______________________________
Dear Stockholders:
Camber Energy, Inc. (“we”, “us” or the
“Company”) cordially invites you to attend a special meeting
of stockholders (the “Special Meeting”). The meeting will be
held virtually on April 26, 2023, at 10:00 a.m. (Houston time), at
15915 Katy Freeway, Suite 450, Houston, Texas 77094.
Due to the public health impact of the novel coronavirus outbreak
(COVID-19) and to support the health and well-being of our
management and stockholders, NOTICE IS HEREBY GIVEN that the
Special Meeting will be held in a virtual meeting format only. The
virtual meeting may be accessed at
https://agm.iproxydirect.com/cei. There is no in-person meeting for
you to attend. Registration to attend the Special Meeting will
begin at 9:45 a.m. (15 minutes before the Special Meeting begins),
which can be accomplished using your control number and other
information. Once your registration is complete, you can access the
Special Meeting at https://agm.iproxydirect.com/cei and click on
“Vote My Shares” to cast your vote on the proposals being
considered at the Special Meeting. You will also be permitted to
submit questions at the time of registration. After registration is
complete and you have entered the Special Meeting virtually, the
next screen will include a “Ask a Question” box where your
questions may be submitted. You may ask questions that are confined
to matters properly before the Special Meeting and of general
Company concern. All answers to proper questions received at the
meeting will be posted to the Investor Relations page of our
website upon conclusion of the meeting. The meeting will begin
promptly at 10:00 a.m. (Houston time). We encourage you to access
the virtual meeting prior to the start time. Online access will
open approximately at 9:45 a.m. (Houston time), and you should
allow ample time to log in to the meeting and test your computer
audio system. We recommend that you carefully review the procedures
needed to gain admission in advance. There will be technicians
ready to assist you with any technical difficulties you may have
accessing the virtual meeting. If you encounter any difficulties
accessing the virtual meeting during check-in or during the
meeting, please call the technical support number that will be
posted on the virtual stockholder meeting login page. Whether or
not you plan to attend the Special Meeting, we urge you to vote and
submit your proxy in advance of the meeting by one of the methods
described in the proxy materials for the Special Meeting.
At the meeting we will be considering and voting on the following
matters:
1. To approve the filing of an amendment to the Company’s Articles
of Incorporation to increase the number of our authorized shares of
common stock from 20,000,000 to 500,000,000; and
2. To consider and vote upon a Proposal to authorize the Company’s
Board of Directors (the “Board of Directors”), in its
discretion, to adjourn the Special Meeting to another place, or a
later date or dates, if necessary or appropriate, to solicit
additional proxies in favor of the Proposal listed above at the
time of the Special Meeting.
Stockholders who owned our common stock, Series C Redeemable
Convertible Preferred Stock (“Series C Preferred Stock”) or
Series G Redeemable Convertible Preferred Stock (“Series G
Preferred Stock”) at the close of business on February 28, 2023
(the “Record Date”), may attend and vote at the meeting,
provided that holders of our Series C Preferred Stock and Series G
Preferred Stock have the right to cast votes on all Proposals
above, except any shareholder proposals, equal to the as-converted
amount of such Series C Preferred Stock and Series G Preferred
Stock, respectively (subject to the beneficial ownership
limitations in the Certificate of Designations of Preferences,
Powers, Rights and Limitations of Series C Redeemable Convertible
Preferred Stock (the “Series C COD”) and the Certificate of
Designations of Preferences, Powers, Rights and Limitations of
Series G Redeemable Convertible Preferred Stock (the “Series G
COD”), respectively). The holders of the Series C Preferred
Stock and the Series G Preferred Stock have contractually agreed
not to vote any shares except as requested by the Board of
Directors. A stockholders list will be available at our offices at
15915 Katy Freeway, Suite 450, Houston, Texas 77094, for a period
of ten days prior to the meeting. We hope that you will be able to
virtually attend the meeting.
Pursuant to rules adopted by the SEC, the Company uses the Internet
as the primary means of furnishing proxy materials to stockholders.
Accordingly, the Company is sending a Notice of Internet
Availability of Proxy Materials (the “Notice”) to the Company’s
stockholders. All stockholders will have the ability to access the
proxy materials (including the Proxy Statement or the form of
proxy) via the Internet at https://www.iproxydirect.com/CEI or
request a printed set of the proxy materials by contacting our main
office at (281) 404-4387. Instructions on how to access the proxy
materials over the Internet or to request a printed copy may be
found in the Notice. The Notice contains a control number that you
will need to vote your shares. Please keep the Notice for your
reference through the meeting date. In addition, stockholders may
request to receive proxy materials in printed form by mail or
electronically by email on an ongoing basis. The Company encourages
stockholders to take advantage of the availability of the proxy
materials on the Internet to help reduce the environmental impact
of its Special Meeting.
Whether or not you plan to attend the Special Meeting,
please vote electronically via the Internet or by telephone, or, if
you requested paper copies of the proxy materials, please complete,
sign, date and return the accompanying proxy card in the enclosed
postage-paid envelope. See “How do I cast my vote?”
in the Proxy Statement for more details.
We look forward to seeing you at the meeting.
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By order of the Board of Directors, |
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/s/ James A.
Doris |
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James A. Doris |
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Chief Executive Officer |
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Houston, Texas
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| March 10, 2023 |
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TABLE
OF CONTENTS
Appendix:
Appendix A - Form of Certificate of
Amendment to Articles of Incorporation (see Proposal 1)
CAMBER ENERGY
15915 Katy Freeway, Suite 450
Houston, Texas 77094
________________________________
PROXY STATEMENT
_______________________________
GENERAL INFORMATION
Camber Energy, Inc. (“Camber,” “we,” “us”,
“our” or the “Company”) has made these materials
available to you on the Internet or, upon your request, has
delivered printed versions of these materials to you by mail, in
connection with the Company’s solicitation of proxies for use at a
special meeting of stockholders (the “Special Meeting” or
the “Meeting”) to be held virtually on April 26, 2023, at
10:00 a.m. (Houston time), at 15915 Katy Freeway, Suite 450,
Houston, Texas 77094, and at any postponement(s) or adjournment(s)
thereof. These materials were first sent or given to stockholders
on or around March 10, 2023. You are invited to attend the Special
Meeting and are requested to vote on the Proposals described in
this Proxy Statement.
For the continued support of the health and well-being of our
management and stockholders, NOTICE IS HEREBY GIVEN that the
Special Meeting will be held in a virtual meeting format only. The
virtual meeting may be accessed at
https://agm.iproxydirect.com/cei. There is no in-person meeting for
you to attend. Registration to attend the Special Meeting will
begin at 9:45 a.m. (15 minutes before the Special Meeting begins),
which can be accomplished using your control number and other
information. Once your registration is complete, you can access the
Special Meeting at https://agm.iproxydirect.com/cei and click on
“Vote My Shares” to cast your vote on the proposals being
considered at the Special Meeting. You will also be permitted to
submit questions at the time of registration. After registration is
complete and you have entered the Special Meeting virtually, the
next screen will include a “Ask a Question” box where your
questions may be submitted. You may ask questions that are confined
to matters properly before the Special Meeting and of general
Company concern. All answers to proper questions received at the
meeting will be posted to the Investor Relations page of our
website upon conclusion of the meeting. The meeting will begin
promptly at 10:00 a.m. (Houston time). We encourage you to access
the virtual meeting prior to the start time. Online access will
open approximately at 9:45 a.m. (Houston time), and you should
allow ample time to log in to the meeting and test your computer
audio system. We recommend that you carefully review the procedures
needed to gain admission in advance. There will be technicians
ready to assist you with any technical difficulties you may have
accessing the virtual meeting. If you encounter any difficulties
accessing the virtual meeting during check-in or during the
meeting, please call the technical support number that will be
posted on the virtual stockholder meeting login page. Whether or
not you plan to attend the Special Meeting, we urge you to vote and
submit your proxy in advance of the meeting by one of the methods
described in the proxy materials for the Special Meeting.
Information Contained In This Proxy Statement
The information in this Proxy Statement relates to the Proposals to
be voted on at the Special Meeting. If you requested printed
versions of these materials by mail, these materials also include
the proxy card or vote instruction form for the Special
Meeting.
Important Notice Regarding the Availability of Proxy
Materials
Pursuant to rules adopted by the SEC, the Company uses the Internet
as the primary means of furnishing proxy materials to stockholders.
Accordingly, the Company is sending a Notice of Internet
Availability of Proxy Materials (the “Notice”) to the
Company’s stockholders. All stockholders will have the ability to
access the proxy materials via the Internet at
https://www.iproxydirect.com/CEI or request a printed set of the
proxy materials. Instructions on how to access the proxy materials
over the Internet or to request a printed copy may be found in the
Notice. The Notice contains a control number that you will need to
vote your shares. Please keep the Notice for your reference through
the meeting date. In addition, stockholders may request to receive
proxy materials in printed form by mail or electronically by email
on an ongoing basis. The Company encourages stockholders to take
advantage of the availability of the proxy materials on the
Internet to help reduce the environmental impact of its Special
Meeting.
DEFINITIONS
Unless the context requires otherwise, references to the
“Company,” “we,” “us,” “our,”
“Camber” and “Camber Energy, Inc.” refer specifically
to Camber Energy, Inc. and its consolidated subsidiaries.
In addition, unless the context otherwise requires and for the
purposes of this Proxy Statement only:
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“Code” means the Internal
Revenue Code of 1986, as amended from time to time; |
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“Exchange Act” refers to the
Securities Exchange Act of 1934, as amended; |
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“SEC” or the
“Commission” refers to the United States Securities and
Exchange Commission; and |
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“Securities Act” refers to
the Securities Act of 1933, as amended. |
INFORMATION CONCERNING SOLICITATION AND
VOTING
Our Board of Directors (the “Board of Directors”) is
soliciting proxies for the Special Meeting of stockholders and at
any adjournments or postponements of the meeting. This Proxy
Statement contains important information for you to consider when
deciding how to vote on the matters brought before the meeting.
Please read it carefully.
The Company will pay the costs of soliciting proxies from
stockholders. Our officers, directors and regular employees may
solicit proxies on behalf of the Company without additional
compensation, personally or by telephone. We will ask banks,
brokers and other institutions, nominees and fiduciaries to forward
these proxy materials to their principals and to obtain authority
to execute proxies. We will then reimburse them for their expenses.
The Company may also engage a third party to assist the Company in
soliciting proxies for the special meeting and may pay the
third-party base fees, reasonable out-of-pocket expenses.
REVERSE STOCK SPLIT
Effective on December 21, 2022, the Company, with the approval of
the Company’s Board of Directors, pursuant to Section 78.207
of the Nevada Revised Statutes (“NRS”), affected a 1-for-50
reverse stock split of the Company’s (a) authorized shares of
common stock (from 1,000,000,000 shares to 20,000,000 shares), and
(b) issued and outstanding shares of common stock (the “Reverse
Stock Split”). The effect of the Reverse Stock Split was to
combine every 50 shares of outstanding common stock into one new
share, with a proportionate 1-for-50 reduction in the Company’s
authorized shares of common stock, but with no change in the par
value per share of the common stock. No fractional shares were
issued as a result of the Reverse Stock Split, and no cash or other
consideration were paid. Instead, fractional shares resulting from
the Reverse Stock Split were rounded up to the nearest whole share
on a per shareholder basis. The result of the Reverse Stock Split
was to reduce, as of the effective date of the Reverse Stock Split,
the number of shares of common stock outstanding from approximately
887.7 million shares to approximately 17.8 million shares (prior to
rounding).The Reverse Stock Split was effected pursuant to the
filing of a Certificate of Change pursuant to NRS Section
78.209, with the Secretary of State of the State of Nevada.
The Reverse Stock Split was effected in order to regain compliance
with the NYSE American continued listing standards set forth in
Section 1003(f)(v) of the NYSE American Company Guide (“Company
Guide”) due to the common stock selling at a low price for a
substantial period of time. On January 3, 2023, following the
effectiveness of the Reverse Stock Split, the Company received a
notice letter from the NYSE American stating that the Company was
back in compliance with the Company Guide.
The information and disclosures set forth in this Proxy Statement
have been retroactively adjusted to reflect the Reverse Stock
Split.
QUESTIONS AND ANSWERS
General Questions and
Answers
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Who can vote at the meeting?
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The Board of Directors set February 28, 2023 as the record date for
the meeting. You can attend and vote at the meeting if you were a
holder of our common stock, Series C Preferred Stock or Series G
Preferred Stock at the close of business on the record date,
provided that holders of our Series C Preferred Stock and Series G
Preferred Stock have the right to cast votes on all Proposals
above, except any shareholder proposals, equal to the as-converted
amount of such Series C Preferred Stock and Series G Preferred
Stock, respectively, (subject to the beneficial ownership
limitations in the Series C COD and Series G COD, respectively). On
the record date, there were 20,000,000 shares of common stock
issued and outstanding, 238 shares of Series C Preferred Stock
issued and outstanding, and 5,272 shares of Series G Preferred
Stock issued and outstanding. The votes associated with such Series
C Preferred Stock and Series G Preferred Stock, given beneficial
ownership limitations, total 2,219,753, collectively, resulting in
an aggregate of 22,219,753 total voting shares at the meeting.
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What Proposals will be voted on at the
meeting?
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A:
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Two Proposals are scheduled to be voted upon at the meeting:
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To approve the filing of an amendment to the Company’s Articles of
Incorporation, as amended (the “Articles of Incorporation”)
to increase the number of our authorized shares of common stock
from 20,000,000 to 500,000,000.
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To consider and vote upon a Proposal to authorize our Board of
Directors, in its discretion, to adjourn the Special Meeting to
another place, or a later date or dates, if necessary or
appropriate, to solicit additional proxies in favor of the Proposal
listed above at the time of the Special Meeting.
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Q:
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Why did I receive a one-page notice in the mail regarding
the Internet availability of proxy materials instead of a full set
of proxy materials?
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Pursuant to rules adopted by the SEC, we have elected to provide
access to our proxy materials over the Internet. Accordingly, on or
about March 10, 2023, we are sending the Notice to our stockholders
of record and beneficial owners. All stockholders will have the
ability, beginning on or about March 10, 2023, to access the proxy
materials on the website referred to in the Notice or request to
receive a printed set of the proxy materials. Instructions on how
to access the proxy materials over the Internet or to request a
printed copy may be found in the Notice ls. In addition,
stockholders may request to receive proxy materials in printed form
by mail or electronically by email on an ongoing basis, provided,
however, that only one proxy statement will be delivered to
multiple stockholders sharing an address.
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Can I vote my shares by filling out and returning the
Notice?
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No. The Notice identifies the items to be voted on at the meeting,
but you cannot vote by marking the Notice and returning it. The
Notice provides instructions on how to vote via the Internet, by
telephone or by requesting and returning a paper proxy card. You
may also vote during the meeting by following the instructions
available on the meeting website during the meeting.
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Q:
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How can I get electronic access to the proxy
materials?
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The Notice will provide you with instructions regarding how to:
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View our proxy materials for the
meeting on the Internet; and |
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Instruct us to send future proxy
materials to you electronically by email. |
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Choosing to receive future proxy materials by email will save us
the cost of printing and mailing documents to you and will reduce
the impact of our Special Meeting on the environment. If you choose
to receive future proxy materials by email, you will receive an
email next year with instructions containing a link to those
materials and a link to the proxy voting site. Your election to
receive proxy materials by email will remain in effect until you
terminate it.
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How do I cast my vote?
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Stockholders whose shares are registered in their own names may
vote at the virtual meeting or by proxy. If you would like to vote
at the virtual meeting, please follow the instructions that will be
available on the online meeting platform during the meeting.
Proxies may be submitted over the Internet, by telephone or by
mail.
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Call 1-866-752-8683 to vote by
telephone; |
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Go to
https://www.iproxydirect.com/CEI to vote over the Internet; or |
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If you received a paper copy of your proxy materials, please MARK,
SIGN, DATE AND RETURN your proxy card in the postage-paid envelope.
If you are voting by telephone or the Internet, have the control
number from your proxy card ready, and please do not mail your
proxy card.
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Proxies submitted over the Internet or by telephone must be
received by 11:59 p.m. Eastern Time, on Tuesday, April 25, 2023.
Submitting a proxy authorizes the persons appointed as proxies to
vote your shares at the Special Meeting in the manner that you have
indicated. The persons named in the form of proxy (James A. Doris
and Holly McCaw) have advised that they will vote all shares
represented by proxy unless authority to so vote is withheld by the
stockholder granting the proxy. If your proxy does not indicate
your vote, the persons named in the proxy will vote your shares as
recommended by the Board of Directors on all matters. If any other
matters properly come before the meeting, your shares will be voted
in accordance with the discretion of the persons named in the
proxy.
If your shares are registered in the name of a broker, bank or
other nominee (typically referred to as being held in “street
name”), you will receive instructions from your broker, bank or
other nominee that must be followed in order for your broker, bank
or other nominee to vote your shares per your instructions. Many
brokerage firms and banks have a process for their beneficial
holders to provide instructions via the Internet, via fax or over
the telephone. If Internet, fax or telephone voting is unavailable
from your broker, bank or other nominee, please request a paper
copy of the proxy and complete and return the voting instruction
card in the addressed, postage paid envelope provided.
In the event you do not provide instructions on how to vote, your
broker will not be able to vote your shares. Under the rules that
govern brokers who are voting with respect to shares that are held
in street name, brokers have the discretion to vote such shares on
routine matters, but not on non-routine matters. Non-routine
matters include the approval of the amendment to our Articles of
Incorporation to increase our authorized common stock and the
approval to adjourn the meeting. Your vote is especially
important. If your shares are held by a broker, your
broker cannot vote your shares for these non-routine matters unless
you provide voting instructions. Therefore, please instruct
your broker regarding how to vote your shares on these matters
promptly. See “Vote Required” following each
Proposal for further information.
If you hold shares through a bank, broker, or other nominee and
wish to be able to vote in person at the Special Meeting, you must
obtain a legal proxy from your bank, broker, or other nominee and
present it to the inspector of election with your ballot at the
meeting.
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Can I revoke or change my proxy?
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Yes. You may revoke or change a previously delivered proxy at any
time before the meeting by delivering another proxy with a later
date, by voting again via the Internet, fax or by telephone, or by
delivering written notice of revocation of your proxy to our
Secretary (the “Secretary”) at our principal executive
offices before the beginning of the meeting. You may also revoke
your proxy by attending the meeting and voting at the meeting,
although attendance at the meeting will not, in and of itself,
revoke a valid proxy that was previously delivered. If you hold
shares through a broker, bank or other nominee, you must contact
that nominee to revoke any prior voting instructions. You also may
revoke any prior voting instructions by voting at the meeting if
you obtain a legal proxy as described above.
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How does the Board of Directors recommend I vote on the
Proposals?
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The Board of Directors recommends you vote
“FOR” the amendment to our Articles of
Incorporation to increase our authorized common stock, and
“FOR” the approval to adjourn the meeting
to a later date, as described above.
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Who will count the vote?
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The inspector of election will count the vote.
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What is a “quorum?”
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A
quorum is the number of shares that must be present to hold the
meeting. The quorum requirement for the meeting is 33% of the
outstanding voting shares as of the record date, present in person
or represented by proxy. Your shares will be counted for purposes
of determining if there is a quorum if you are present and vote in
person at the meeting; or have voted on the Internet, by fax, by
telephone or by properly submitting a proxy card or voting
instruction card by mail. Abstentions and broker non-votes also
count toward the quorum. “Broker non-votes” occur when
brokers, banks or other nominees that hold shares on behalf of
beneficial owners do not receive voting instructions from the
beneficial owners prior to the meeting and do not have
discretionary voting authority to vote those shares.
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What vote is required to approve each item?
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A:
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The following table sets forth the voting requirement with respect
to each of the Proposals:
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Proposal 1 - Approval of the filing of an amendment to the
Company’s Articles of Incorporation to increase the number of our
authorized shares of common stock from 20,000,000 to
500,000,000.
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To be approved by stockholders, this Proposal must receive the
affirmative “FOR” vote of the holders of a
majority of the shares outstanding and entitled to vote.
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Proposal 2 - Approval to adjourn the Special Meeting to another
place, or a later date or dates, if necessary or appropriate, to
solicit additional proxies in favor of the Proposal listed above at
the time of the Special Meeting.
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To be approved by stockholders, this Proposal must receive the
affirmative “FOR” vote of the holders of a
majority of shares represented at the meeting, in person or by
proxy, and entitled to vote.
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Q:
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What does it mean if I get more than one
Notice?
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A:
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Your shares are probably registered in more than one account.
Please provide voting instructions for all Notices, proxy and
voting instruction cards you receive.
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How many votes can I cast?
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A:
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Holders of our common stock receive one vote for each share of
common stock which they hold as of the Record Date. Holders of our
Series C Preferred Stock and Series G Preferred Stock have the
right to cast votes on all Proposals above, except any shareholder
proposals, equal to the as-converted amount of such Series C
Preferred Stock and Series G Preferred Stock, respectively,
(subject to the beneficial ownership limitations in the Series C
COD and Series G COD, respectively). On the record date, there were
20,000,000 shares of common stock issued and outstanding, 238
shares of Series C Preferred Stock issued and outstanding, and
5,272 shares of Series G Preferred Stock issued and outstanding.
The votes associated with such Series C Preferred Stock and Series
G Preferred Stock, given beneficial ownership limitations, total
2,219,753, collectively, resulting in an aggregate of 22,219,753
total voting shares at the meeting.
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Where can I find the voting results of the
meeting?
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The preliminary voting results will be announced at the meeting.
The final results will be published in a current report on Form 8-K
to be filed by us with the SEC within four business days of the
meeting.
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PROPOSAL 1
THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR
AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO
500,000,000
General
Our Articles of Incorporation currently authorize the issuance of
up to 20,000,000 shares of common stock. As of the date of the
proxy statement, 20,000,000 shares of common stock were issued and
outstanding, and no shares of common stock were available for
future issuance. In order to ensure sufficient shares of common
stock will be available for issuance by us, our Board of Directors
has approved, and has recommended that our stockholders approve, an
amendment to our Articles of Incorporation to increase our
authorized shares of common stock from 20,000,000 shares to
500,000,000 shares (the “Increase In Authorized
Shares”).
We desire to authorize additional shares of common stock to ensure
that enough shares will be available (a) for issuance of shares of
common stock upon conversion of currently outstanding Series C
Preferred Stock, including, but not limited to, the shares issuable
upon conversion of, including shares issuable for dividends,
interest and conversion premiums thereon and (b) in the event the
Board of Directors determines that it is necessary or appropriate
to (i) raise additional capital through the sale of equity
securities, (ii) provide equity incentives to employees and
officers, (iii) complete various currently-contemplated or future
acquisitions of other businesses or assets not currently owned by
the Company (subject to any additional shareholder vote that may be
required in connection with any such acquisition), (iv) establish
strategic partnerships, or (v) satisfy other corporate purposes.
The availability of additional shares of common stock is
particularly important in the event that the Board of Directors
needs to undertake any of the foregoing actions on an expedited
basis and thus to avoid the time and expense of seeking stockholder
approval in connection with the contemplated issuance of common
stock.
The increase in authorized common stock will not have any immediate
effect on the rights of existing stockholders. However, the Board
of Directors will have the authority to issue authorized common
stock without requiring future stockholder approval of such
issuances, except as may be required by applicable law or the NYSE
American, up to the increased amount of authorized shares of common
stock (i.e., 500,000,000 shares). For example, the rules of the
NYSE American require that we obtain stockholder approval prior to
the issuance of shares of common stock in a private financing at a
price less than the greater of the book value or market value of
our common stock, where the total number of shares which may be
issued pursuant to such transactions is 20% or more of the
outstanding common stock prior to issuance.
To the extent that additional authorized shares of common stock are
issued in the future, they may decrease the existing stockholders’
percentage equity ownership and, depending on the price at which
they are issued, could be dilutive to the existing stockholders. It
is currently anticipated that a portion of the additional
480,000,000 shares of authorized but unissued shares of common
stock which will be made available through the Increase in
Authorized Shares of common stock will be issued in connection
with: (i) shares of common stock due to a former holder of Series C
Preferred Stock regarding prior conversions of shares of Series C
Preferred Stock, which common share entitlement is fixed at 730,241
shares of common stock; and (ii) the conversion of all or a portion
of the 238 outstanding shares of Series C Preferred Stock, pursuant
to the terms of the Series C COD. The 238 outstanding shares of
Series C Preferred Stock are potentially convertible into
approximately 4,310,234 shares of common stock, subject to a 9.99%
beneficial ownership limitation and further adjustment as provided
in the Series C COD, which estimate is based on low volume weighted
average price of the Company’s common stock (the “Low VWAP”) being
$1.7124 for the purpose of calculating the conversion premium due
in connection with the conversion of the 238 outstanding shares of
Series C Preferred Stock. If the Low VWAP falls below $1.7124
during the Measurement Period (as defined in the Series C COD), the
238 outstanding shares of Series C Preferred Stock would
potentially be convertible into more than 4,310,234 shares of
common stock, which would result in additional dilution to existing
stockholders.
SEC rules require disclosure of the possible anti-takeover effects
of an increased in authorized capital stock and other charter or
bylaw provisions that could have an anti-takeover effect. The
increased proportion of unissued authorized shares of common stock,
compared to issued shares of common stock, could, under certain
circumstances, have an anti-takeover effect (for example, by
permitting issuances that would dilute the stock ownership of a
person seeking to effect a change in the composition of our Board
of Directors or contemplating a tender offer or other transaction
for our combination with another company). However, the Amendment
(defined below) is not being proposed in response to any effort of
which we are aware to accumulate shares of our common stock or
obtain control of our Company, nor is it part of a plan by
management to recommend a series of similar amendments to our Board
of Directors and stockholders.
The holders of common stock have no preemptive rights, and the
Board of Directors has no plans to grant such rights with respect
to any such shares.
The form of the proposed amendment to our Articles of Incorporation
to effect the Increase in Authorized Shares will be in
substantially the form as attached to this proxy statement as
Appendix A (the “Amendment”). If our stockholders
approve this Proposal, as soon as practicable after the Special
Meeting the Company intends to file the Amendment with the
Secretary of State of the State of Nevada. Upon approval and
following such filing with the Secretary of State of the State of
Nevada, the Amendment will become effective on the date indicated
in the Amendment.
Stockholders should be aware that we currently have insufficient
reserves of authorized but unissued shares of common stock
remaining to satisfy the maximum number of shares of common stock
issuable upon conversion (and conversion premiums thereon) of our
Series C Preferred Stock. We calculate that the holders of Series C
Preferred Stock are still due 4,310,234 shares of common stock upon
conversion of the 238 currently outstanding shares of Series C
Preferred Stock (when including conversion premiums thereon). This
underlying shares of common stock estimate is based on Low VWAP
being $1.7124 for the purpose of calculating the conversion premium
due in connection with the conversion of the 238 outstanding shares
of Series C Preferred Stock. If the Low VWAP falls below $1.7124
during the Measurement Period, the 238 outstanding shares of Series
C Preferred Stock would potentially be convertible into more than
4,310,234 shares of common stock, which would result in additional
dilution to existing stockholders and impose additional reserve
requirements on the Company.
The Amendment will become effective on the date of effectiveness
set forth in the Amendment when filed with the Secretary of State
of the State of Nevada.
As of the date of this Proxy Statement, we do not have any
definitive plans, agreements or understandings with respect to the
additional authorized shares that will become available for
issuance after the Amendment has been implemented, except for
potentially in connection with previously announced transactions
and for shares of common stock which may be issued upon conversion
of the Series C Preferred Stock and the Series G Preferred
Stock.
Shareholder-Related Litigation
The Company was the target of a “short” report issued by Kerrisdale
Capital in early October, 2021, and as a result of such short
report, on October 29, 2021, a Class Action Complaint (i.e.
C.A.No.4:21-cv-03574) was filed against the Company, its CEO and
CFO by Ronald E. Coggins, Individually and on Behalf of All
Others Similarly Situated v. Camber Energy, Inc., et al.; in
the U.S. District Court for the Southern District of Texas, Houston
Division, pursuant to which the Plaintiffs are seeking to recover
damages alleged to have been suffered by them as a result of the
defendants’ violations of federal securities laws. The
defendants deny the allegations contained in the Class Action
Complaint and have engaged Baker Botts L.L.P. to defend the
action.
On or about June 30, 2022, the Company was made aware of a
Shareholder Derivative Complaint filed in the U.S. District Court
for the Southern District of Texas, Houston Division (Case No.
4:22-cv-2167) against the Company, its current directors, and
certain of its former directors (the “Houston Derivative
Complaint” and, together with the Nevada Derivative Complaint,
the “Derivative Complaints”). The allegations contained in
the Houston Derivative Complaint involve state-law claims for
breach of fiduciary duty and unjust enrichment and a federal
securities claim under Section 14(a) of the Exchange Act. On
January 20, 2023, the U.S. District Court held that certain claims
brought by the plaintiff relating to director actions and
statements made in proxy statements prior to June 30, 2019, were
time barred, but did not dismiss certain claims brought by
plaintiff relating to director actions and statements made in proxy
statements after June 30, 2019. Pursuant to Article 6 of the
Amended and Restated Bylaws, on February 15, 2023, the Company’s
Board of Directors formed a Committee of the Board (the “Special
Litigation Committee”) to investigate, analyze, and evaluate
the remaining allegations in the Houston Derivative
Complaint. The Special Litigation Committee’s investigation
and evaluation remains ongoing. At this time, we are not able to
predict the outcome of the Special Litigation Committee
investigation or these claims.
On or about April 18, 2022, the Company was made aware of a
Shareholder Derivative Complaint filed with the District Court in
Clark County, Nevada (Case No. A-22-848486-B) against the Company
and its directors, and on or about May 4, 2022 the Company was made
aware of a second Shareholder Derivative Complaint filed with the
District Court in Clark County, Nevada (Case No. A-22-852069-B)
against the Company and its directors. On July 18, 2022, the
shareholder plaintiff in Case No. A-22-848486-B voluntarily
dismissed his lawsuit, and on December 12, 2022, the shareholder
plaintiff in Case No. A-22-852069-B voluntarily dismissed his
lawsuit.
No
Appraisal Rights
Under Nevada law, our stockholders are not entitled to appraisal
rights with respect to the increase to the number of authorized
shares of common stock.
Vote Required
The approval of this Proposal requires the affirmative vote of the
holders of a majority of our outstanding voting shares entitled to
vote at the meeting . As a result, abstentions will have the same
effect as shares voted against this proposal. Broker non-votes will
have the same effect as shares voted against this proposal. For the
approval of this Proposal, you may vote
“FOR” or “AGAINST”
or abstain from voting.
Board of Directors
Recommendation
The Board of Directors recommends that you vote
“FOR” the adoption of the Amendment to the
Articles of Incorporation to increase the number of shares of
authorized common stock.
PROPOSAL 2
ADJOURNMENT OF THE SPECIAL MEETING
Our stockholders may be asked to consider and act upon one or more
adjournments of the Special Meeting, if necessary or appropriate,
to solicit additional proxies in favor of the other Proposal set
forth in this Proxy Statement.
If a quorum is not present at the Special Meeting, our stockholders
may be asked to vote on the Proposal to adjourn the Special Meeting
to solicit additional proxies. If a quorum is present at the
Special Meeting, but there are not sufficient votes at the time of
the Special Meeting to approve the other Proposal set forth in this
Proxy Statement, our stockholders may also be asked to vote on the
Proposal to approve the adjournment of the Special Meeting to
permit further solicitation of proxies in favor of the other
Proposal. However, a stockholder vote may be taken on the other
Proposal in this Proxy Statement prior to any such adjournment if
there are sufficient votes for approval on such Proposal.
If the adjournment Proposal is submitted for a vote at the Special
Meeting, and if our stockholders vote to approve the adjournment
Proposal, the meeting will be adjourned to enable the Board of
Directors to solicit additional proxies in favor of the other
Proposal. If the adjournment Proposal is approved, and the Special
Meeting is adjourned, the Board of Directors will use the
additional time to solicit additional proxies in favor of the other
Proposal to be presented at the Special Meeting, including the
solicitation of proxies from stockholders that have previously
voted against the relevant Proposal.
The Board of Directors believes that, if the number of voting
shares voting in favor of any of the Proposals presented at the
Special Meeting is insufficient to approve a Proposal, it is in the
best interests of our stockholders to enable the Board of
Directors, for a limited period of time, to continue to seek to
obtain a sufficient number of additional votes in favor of the
Proposal. Any signed proxies received by us in which no voting
instructions are provided on such matter will be voted in favor of
an adjournment in these circumstances. The time and place of the
adjourned meeting will be announced at the time the adjournment is
taken. Any adjournment of the Special Meeting for the purpose of
soliciting additional proxies will allow our stockholders who have
already sent in their proxies to revoke them at any time prior to
their use at the Special Meeting as adjourned or postponed.
Vote Required
The approval of the adjournment of the Special Meeting, if
necessary or appropriate, to another place, date or time, if deemed
necessary or appropriate, in the discretion of the Board of
Directors, requires the vote of a majority of the shares
represented at the meeting, in person or by proxy, and entitled to
vote at the Special Meeting. As a result, abstentions will have the
same practical effect as votes against this Proposal. Broker
non-votes will have no effect on the outcome of this Proposal. For
the approval of the adjournment, you may vote
“FOR” or “AGAINST”
or abstain from voting.
Board of Directors
Recommendation
The Board of Directors recommends that you vote
“FOR” the approval of the adjournment of
the Special Meeting, if necessary or appropriate, to another place,
date or time, if deemed necessary or appropriate, in the discretion
of the Board of Directors.
OTHER INFORMATION
Principal Stockholders
The following table sets forth information as of March 10, 2023
regarding the beneficial ownership of our common stock, assuming
the conversion of our Series C Preferred Stock, by:
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·
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each stockholder known by us to be
the beneficial owner of more than five percent of our outstanding
shares of common stock, |
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each director, |
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each executive officer, and |
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all directors and executive
officers as a group. |
Beneficial ownership for the purposes of the following table is
determined in accordance with the rules and regulations of the SEC.
These rules generally provide that a person is the beneficial owner
of securities if such person has or shares the power to vote or
direct the voting of securities, or to dispose or direct the
disposition of securities or has the right to acquire such powers
within 60 days. For purposes of calculating each person’s
percentage ownership, common stock issuable pursuant to options,
warrants or other securities exercisable within 60 days are
included as outstanding and beneficially owned for that person or
group, but are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Except as disclosed
in the footnotes to this table and subject to applicable community
property laws, we believe that each beneficial owner identified in
the table possesses sole voting and investment power over all
common stock shown as beneficially owned by the beneficial
owner.
Percentage ownership of our common stock in the table is based on
22,219,753 shares of common stock issued and outstanding as of
March 10, 2023, assuming the conversion of all shares of Series C
Preferred Stock issued and outstanding as of March 10, 2023,
subject to a beneficial ownership limitation preventing conversion
into our common stock if the holder would be deemed to beneficially
own more than 9.99% of our common stock. This table is based on
information supplied by officers, directors and selling
stockholders and by Schedules 13D and Schedules 13G, if any, filed
with the SEC. Unless otherwise indicated, the address of each of
the individuals and entities named below is c/o Camber Energy,
Inc., 15915 Katy Freeway, Suite 450, Houston, Texas 77094.
To our knowledge, except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the
persons named in the table have sole voting and investment power
with respect to their common stock. Pursuant to Rule 13d-4 under
the Exchange Act, the statements concerning voting and dispositive
power concerning the common stock included in the footnotes to this
table shall not be construed as admissions that such persons are
the beneficial owners of such common stock.
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Number of
Shares of
Common Stock
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Percent of
Common
Stock
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Stockholder
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Executive Officers and Directors
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James A. Doris
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- |
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*
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Frank W. Barker, Jr.
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- |
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*
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Robert K. Green
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- |
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*
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Fred S. Zeidman
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- |
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*
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James G. Miller
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- |
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*
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All Executive Officers and Directors as a Group (Five Persons)
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- |
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*
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Greater than 5% Stockholders
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Antilles Family Office, LLC (1)
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2,219,753 |
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9.99
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% |
* Indicates beneficial ownership of less than 1% of the outstanding
common stock.
(1) 5330 Yacht Haven Grande, Suite 206, St. Thomas, U.S. Virgin
Islands, 00802. As of March 10, 2023, Antilles Family Office, LLC
(“Antilles”) holds 238 shares of Series C Preferred Stock,
5,272 shares of Series G Preferred Stock, which are currently not
convertible into common stock, and 2,000,000 warrants; provided
that, pursuant to the terms of the Series C COD and the Series G
COD, the Company may not issue shares of common stock which, when
aggregated with all other shares of common stock then deemed
beneficially owned by Antilles, would result in the reporting
person holding at any one time more than 9.99% of all common stock
outstanding immediately after giving effect to such issuance.
Additionally, Discover Growth Fund, LLC (“Discover”), which
the Company believes is an affiliate of Antilles, holds 1,000,000
warrants. Following the Reverse Stock Split, (i) the 2,000,000
warrants held by Antilles have an exercise price of $100.00 per
warrant for the first 1,000,000 warrants, and an exercise price of
$200.00 per warrant for the remaining 1,000,000 warrants, and (ii)
the 1,000,000 warrants held by Discover have an exercise price of
$500.00 per warrant for the first 500,000 warrants, and an exercise
price of $1,000.00 per warrant for the remaining 500,000 warrants.
Accordingly, given the current trading price of the Company’s
common stock, the aforementioned 9.99% beneficial ownership
limitation and the fact that, given the Company’s believe that
Discover is an affiliate of Antilles, Antilles may be deemed to
beneficially own any shares of common stock held by Discover, the
Company does not believe Antilles or Discover will exercise these
warrants or convertible the loan balance therefore increasing its
beneficial ownership in excess of 9.99%. The Company believes that
John Burke has voting and dispositive control over the securities
held by the shareholder. Antilles and Discover have contractually
agreed not to vote any shares except as requested by the Board of
Directors.
Dissenters’
Rights
Under Nevada law there are no dissenters’ rights available to our
stockholders in connection with any of the Proposals.
Other Matters
The Board of Directors knows of no other business to be brought
before the Special Meeting. If, however, any other business should
properly come before the Special Meeting, the persons named in the
accompanying proxy will vote the proxy in accordance with
applicable law and as they may deem appropriate in their
discretion, unless directed by the proxy to do otherwise.
Stockholder Proposals for 2023 Annual
Meeting of Stockholders and 2023 Proxy
Materials
Proposals of holders of our voting securities intended to be
presented at our 2023 fiscal year Annual Meeting of stockholders
and included in our proxy statement and form of proxy relating to
such meeting pursuant to Rule 14a-8 of Regulation 14A must be
received by us, addressed to our Secretary, at our principal
executive offices at 15915 Katy Freeway, Suite 450 Houston, Texas
77094, not earlier than the close of business on April 19, 2023,
and not later than the close of business on June 29, 2023, together
with written notice of the stockholder’s intention to present a
proposal for action at the fiscal 2023 Annual Meeting of
stockholders, unless our annual meeting date occurs more than 30
days before or 30 days after September 27, 2023. In that case, we
must receive proposals not earlier than the close of business on
the 120th day prior to the date of the fiscal 2023 annual meeting
and not later than the close of business on the later of the 90th
day prior to the date of the annual meeting or, if the first public
announcement of the date of the Annual Meeting is less than 100
days prior to the date of the meeting, the 10th day following the
day on which we first make a public announcement of the date of the
meeting. The notice must be personally delivered to the Company or
sent by first class certified mail, return receipt requested,
postage prepaid, and must include the name and address of the
stockholder, the number of voting securities held by the
stockholder of record, a statement that the stockholder holds such
shares beneficially and the text of the proposal to be presented
for vote at the meeting, a statement in support of the proposal,
and must otherwise comply with Rule 14a-8 of Regulation 14A and the
requirements of our Bylaws.
The proposal should state as clearly as possible the proposal and
should be accompanied by a supporting statement. The proposal,
including the accompanying supporting statement, may not exceed 500
words. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy
statement and proxy in accordance with regulations governing the
solicitation of proxies. The Company reserves the right to reject,
rule out of order, or take other appropriate action with respect to
any proposal that does not comply with these and other applicable
rules and requirements. As the rules of the SEC make clear, simply
submitting a proposal does not guarantee that it will be
included.
In addition to satisfying the foregoing requirements under our
Bylaws, to comply with the SEC’s universal proxy rules,
stockholders who intend to solicit proxies in support of director
nominees other than the Board of Directors’ nominees must provide
notice that sets forth the information required by SEC Rule 14a-19
no later than July 29, 2023 (unless we move the meeting up or delay
it by more than 30 days from September 27, 2023, in which case
notice must be provided by the later of (i) 60 days prior to the
date of the fiscal 2023 annual meeting or (ii) the 10th day
following the day on which public announcement of the date of the
fiscal 2023 annual meeting is first made by the registrant).
Interest of Certain Persons in or
Opposition to Matters to Be Acted Upon
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(a)
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No
officer or director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or
director of the Company.
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(b)
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No
director of the Company has informed the Company that he intends to
oppose the action taken by the Company set forth in this Proxy
Statement.
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Additional
Information
Our Annual Report to Stockholders on Form 10-K covering the fiscal
year ended December 31, 2021, our Quarterly Reports on Form 10-Q
and other information are available on our website
(www.camber.energy) and may also be obtained by calling
(281) 404-4387 or writing to the address below:
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Camber Energy, Inc. |
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15915 Katy Freeway, Suite 450 |
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Houston, TX 77094 |
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Attn: Secretary |
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The persons designated to vote shares covered by our Board of
Directors’ proxies intend to exercise their judgment in voting such
shares on other matters that may properly come before the meeting.
Management does not expect that any matters other than those
referred to in this Proxy Statement will be presented for action at
the meeting.
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Sincerely, |
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By: |
/s/ James A.
Doris |
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James A. Doris |
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Chief Executive Officer |
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| Houston, Texas |
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March 10, 2023
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APPENDIX A
[PROXY CARD]
CAMBER ENERGY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS – APRIL 26, 2023 AT 10:00
A.M.
LOCAL TIME
CONTROL ID:
REQUEST ID:
The undersigned stockholder of CAMBER ENERGY, INC., a Nevada
corporation (the “Company”), hereby acknowledges receipt of
the Notice of Special Meeting of Stockholders and Proxy Statement
of the Company, each dated on or around March 10, 2023, and hereby
appoints James A. Doris and Holly McCaw proxies and
attorneys-in-fact, each with full power of substitution, on behalf
and in the name of the undersigned, to represent the undersigned at
the Special Meeting of Stockholders of the Company, to be held on
April 26, 2023, at 10:00 a.m. (Houston time) online only at
https://agm.issuerdirect.com/cei, and at any adjournment or
adjournments thereof, and to vote all shares of the Company that
the undersigned would be entitled to vote if then and there
personally present, on the matters set forth on the reverse side,
and all such other business as may properly come before the
meeting. You hereby revoke all proxies previously given.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail
your proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/CEI
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PHONE:
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1-866-752-VOTE(8683)
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| SPECIAL MEETING OF THE STOCKHOLDERS
OF CAMBER ENERGY, INC.
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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| PROPOSAL
1
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→
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FOR
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AGAINST
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ABSTAIN
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To approve an amendment to the Company’s Articles of Incorporation
to increase the number of our authorized shares of common stock
from 20,000,000 to 500,000,000.
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☐
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| PROPOSAL
2
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→
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FOR
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AGAINST
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ABSTAIN
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To consider and vote upon a Proposal to authorize our Board of
Directors, in its discretion, to adjourn the Special Meeting to
another place, or a later date or dates, if necessary or
appropriate, to solicit additional proxies in favor of the Proposal
listed above at the time of the Special Meeting.
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☐
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☐
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MARK “X” HERE IF YOU PLAN TO ATTEND THE
MEETING: ☐
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This Proxy, when properly executed will be voted as
provided above, or if no contrary direction is indicated, it will
be voted “For” each of Proposals 1 and 2, and for all such
other business as may properly come before the meeting in the sole
determination of the Proxies.
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MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable):
____________________________
____________________________
____________________________
IMPORTANT: Please sign exactly as your name or
names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
Dated: ________________________, 2023
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(Print Name of Stockholder and/or Joint Tenant)
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(Signature of Stockholder)
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(Second Signature if held jointly)
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Camber Energy (AMEX:CEI)
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De Mai 2023 à Mai 2023
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