UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 24, 2018
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Camber
Energy, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-32508
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20-2660243
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1415
Louisiana, Suite 3500, Houston, Texas 77002
(Address
of principal executive offices)
(210)
998-4035
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging
growth company ☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement
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Second
Amendment to Sale Agreement
On
September 24, 2018, Camber Energy, Inc. (the “
Company
”, “
we
” and
“
us
”) and N&B Energy LLC, which entity is affiliated with Richard N. Azar, II, our former Chief
Executive Officer and former director, and Donnie B. Seay, our former director (“
N&B Energy
”), and CE
Operating, LLC, our wholly-owned subsidiary (“
CE Operating
”), entered into a Second Amendment to Asset
Purchase Agreement (the “
Second Amendment
”), which amended the terms of the July 12, 2018 Asset Purchase
Agreement, entered into by the Company, as seller, and N&B Energy, as purchaser (such Asset Purchase Agreement, as previously amended by the First
Amendment dated August 3, 2018, the “
Sale Agreement
”). Pursuant to the Sale Agreement and the terms and
conditions thereof, we agreed to sell to N&B Energy, a substantial portion of our assets, including all of the assets we
acquired pursuant to the terms of our December 31, 2015 Asset Purchase Agreement with Segundo Resources, LLC
(“
Segundo
”), which is owned and controlled by Mr. Azar, and other sellers, and certain other more recent
acquisitions, other than a production payment and certain overriding royalty interests discussed in greater detail in our
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2018 (the
“
Assets
”). We agreed to sell the Assets to N&B Energy in consideration for among other things, N&B
Energy agreeing to pay us $100 in cash and agreeing to assume all of our obligations and debt owed to International Bank of
Commerce (“
IBC Bank
”).
Pursuant
to the Second Amendment, we, N&B and CE Operating agreed (a) to clarify that all of the representations of the Company made
in the Sale Agreement relating to portions of the Assets held in the name of CE Operating shall be deemed made by CE Operating
and not the Company and that CE Operating shall be deemed a party to the Sale Agreement, solely in order to make such representations;
and (b) to extend the deadline for closing the transactions contemplated by the Sale Agreement to September 26, 2018, or such
other date as we and N&B shall agree upon in writing.
We
are continuing to move forward with the negotiation of final closing documents associated with the Sale Agreement and the assumption
of our IBC debt by N&B in connection therewith and currently contemplate closing the transactions contemplated in connection
therewith on or around September 26, 2018, subject to the satisfaction of the conditions to closing set forth in the Sales Agreement.
The
foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference
to the Second Amendment, a copy of which is attached hereto as
Exhibit 2.3
, to this Current Report on Form 8-K
and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
Number
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Description
of Exhibit
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2.1
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Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated July 12, 2018 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on July 13, 2018 (File No. 001-32508))
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2.2
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First Amendment
to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated August
2, 2018 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by the Company with the Securities and Exchange Commission
on August 7, 2018 (File No. 001-32508))
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2.3*
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Second Amendment
to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser, Camber Energy, Inc., as Seller and CE Operating,
LLC, dated September 24, 2018
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*Filed
herewith
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CAMBER ENERGY, INC.
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By:
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/s/
Robert Schleizer
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Name:
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Robert Schleizer
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Title:
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Chief Financial Officer
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Date:
September 25, 2018
EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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2.1
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Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated July 12, 2018 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on July 13, 2018 (File No. 001-32508))
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2.2
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First Amendment to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated August 2, 2018 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by the Company with the Securities and Exchange Commission on August 7, 2018 (File No. 001-32508))
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2.3*
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Second Amendment to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser, Camber Energy, Inc., as Seller and CE Operating, LLC, dated September 24, 2018
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*Filed
herewith
Camber Energy, Inc. 8-K
Exhibit 2.3
SECOND
AMENDMENT TO ASSET PURCHASE AGREEMENT
This
Second Amendment to Asset Purchase Agreement (this “
Agreement
”) is made and entered into on September
24, 2018, to be effective for all purposes as of the 14th day of September 2018 (the “
Effective Date
”),
by and between N&B Energy, LLC, a Texas limited liability company (“
Purchaser
”), Camber Energy,
Inc., a Nevada corporation (“
Seller
”), and CE Operating, LLC, an Oklahoma limited liability company,
the wholly-owned subsidiary of Seller (“
CE Operating
”) each a “
Party
” and
collectively the “
Parties.
”
W
I T N E S S E T H
:
WHEREAS
,
on July 12, 2018, Purchaser and Seller entered into an Asset Purchase Agreement
[1]
, which was amended on August 2,
2018, by the entry into a First Amendment to Asset Purchase Agreement
[2]
(the Asset Purchase Agreement as amended and
modified to date, the “
Purchase Agreement
”), pursuant to which the Purchaser agreed to purchase from
the Seller, certain assets of Seller, as described in greater detail in the Purchase Agreement (collectively, the “
Assets
”);
WHEREAS
,
certain of the Assets are held in the name of CE Operating and for the sake of clarity and abundance of caution, the Purchaser
and Seller desire for CE Operating to become a party to the Purchase Agreement; and
WHEREAS
,
the Parties now desire to enter into this Agreement to amend the Purchase Agreement pursuant to the terms and conditions of this
Agreement.
NOW,
THEREFORE
, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and
other good and valuable consideration, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency
thereof, the Parties hereto agree as follows:
1.
Amendments
to Purchase Agreement
. Effective for all purposes as of the Effective Date:
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a.
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All
of the representations of the Seller in the Purchase Agreement relating to portions of
the Assets held in the name of CE Operating shall be deemed made by CE Operating and
not Seller and CE Operating shall be deemed a party to the Purchase Agreement, solely
in order to make such representations.
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b.
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Section
8.1(b)
of the Purchase Agreement is amended and restated to read as follows:
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“(b)
by either the Purchaser, on the one hand, or the Seller on the other hand, in each case with one (1) days prior written notice,
if the Closing shall have not been consummated by September 26, 2018 (the “
Required Closing Date
”),
or such other date as the Purchaser and the Seller shall agree upon in writing; provided, however, that Purchaser may not terminate
this Agreement pursuant to this Section 8.1(b) if Purchaser is in material breach of this Agreement and such breach is the principal
cause for the failure of the Closing to not have occurred by such date, and the Seller may not terminate this Agreement pursuant
to this Section 8.1(b) if Seller is in material breach of this Agreement and such breach is the principal cause for the failure
of the Closing to not have occurred by such date;”
1
https://www.sec.gov/Archives/edgar/data/1309082/000158069518000360/ex2-1.htm
2
https://www.sec.gov/Archives/edgar/data/1309082/000158069518000382/ex2-2.htm
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Second Amendment to Asset Purchase Agreement
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Page 1 of 3
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2.
Effect
of Agreement.
Upon the effectiveness of this Agreement, each reference in the Purchase Agreement to “
Agreement
,”
“
hereunder
,” “
hereof
,” “
herein
” or words of like
import shall mean and be a reference to such Purchase Agreement as modified or amended hereby. Except as specifically modified
or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.
3.
Counterparts
and Signatures
. This Agreement and any signed agreement or instrument entered into in connection with this Agreement,
and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same
instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar
attachment to electronic mail (any such delivery, an “
Electronic Delivery
”) shall be treated in all
manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it
were the original signed version thereof delivered in person. No Party shall raise the use of Electronic Delivery to deliver a
signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic
Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent
such defense relates to lack of authenticity.
[Remainder
of page left intentionally blank. Signature page follows.]
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Second Amendment to Asset Purchase Agreement
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Page
2 of 3
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IN
WITNESS WHEREOF
, the Parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the
first page hereof to be effective as of the Effective Date.
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“
PURCHASER
”
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N&B
ENERGY, LLC
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“
SELLER
”
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CAMBER
ENERGY, INC.
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Louis G. Schott
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Interim
Chief Executive Officer
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“
CE
OPERATING
”
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CE
OPERATING, LLC
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By: Camber Energy, Inc., its Manager
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Louis G. Schott
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Interim
Chief Executive Officer
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Second Amendment to Asset Purchase Agreement
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Page
3 of 3
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