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): April 3, 2020
| Camber Energy, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-32508 | 20-2660243 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value Per Share | CEI | NYSE American |
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). ☐
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. ☐
| Item 8.01 | Other Events. |
On April 3, 2020, Camber Energy, Inc. (the “Company”) issued a press release announcing notice of a change in location of its Special Meeting of Stockholders to be held on Thursday, April 16, 2020, at 10:00 a.m. (Houston Time) (the “Special Meeting”). Due to the growing health impact of the coronavirus (COVID-19) pandemic, the extensive federal and local restrictions on non-essential activities and travel, the restriction of public gatherings of 10 or more people in Texas, and out of concern for the health and well-being of our colleagues and stockholders, the Special Meeting has been changed to be held in a virtual meeting format only.
A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Further information regarding this change to the location of the Special Meeting and the steps to access the Special Meeting can be found in the Notice of Change of Location filed by the Company with the Securities and Exchange Commission on Schedule 14A on April 3, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated April 3, 2020 |
SIGNATURES
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.
| CAMBER ENERGY, INC. | |||
| By: | /s/ Robert Schleizer | ||
| Name: | Robert Schleizer | ||
| Title: | Chief Financial Officer | ||
Date: April 3, 2020
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated April 3, 2020 |
Exhibit 99.1
Camber Energy, Inc. Announces Location Change
of Special Meeting of Stockholders To Be Held On April 16, 2020
HOUSTON, TX / ACCESSWIRE / April 3, 2020 / Camber Energy, Inc. (NYSE American: CEI) (“Camber” or the “Company”) today announced notice of a change in location of its Special Meeting of Stockholders to be held on Thursday, April 16, 2020, at 10:00 a.m. (Houston Time) (the “Special Meeting”). In light of the growing health impact of the coronavirus (COVID-19) pandemic, the extensive federal and local restrictions on non-essential activities and travel, the restriction of public gatherings of 10 or more people in Texas, and out of concern for the health and well-being of our colleagues and stockholders, the Special Meeting has been changed to be held in a virtual meeting format only.
As described in the proxy materials for the Special Meeting, stockholders are entitled to participate in the Special Meeting if they were a stockholder of the Company as of the close of business on March 2, 2020, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee.
Instead of being held in a physical location, the Special Meeting will be held virtually. To be admitted to the Special Meeting at https://www.iproxydirect.com/CEISpecial, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting.
Further information regarding the change of location of the Special Meeting can be found in the Notice of Change of Location of Special Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on April 3, 2020.
Whether or not a stockholder plans to attend the Special Meeting by virtual means, the Company urges its stockholders to vote and submit their proxy in advance of the Special Meeting by one of the methods described in the proxy statement. The proxy card included with the proxy statement previously distributed will not be updated to reflect the information provided above and may continue to be used to vote each stockholder’s shares in connection with the Special Meeting. If Company stockholders have previously submitted a proxy using one of the methods described in the proxy statement and proxy card, their vote will be counted and they do not need to submit a new proxy or vote at the Special Meeting.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle. For more information, please visit the Company’s website at www.camber.energy.
SOURCE: Camber Energy, Inc.
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