Date of Report (Date of earliest event reported): February 23, 2021
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)
(IRS Employer
Identification Number)
15915 Katy Freeway
Suite 450, Houston, Texas
77094
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:(210) 998-4035
Not applicable.
(Former name or former address, if changed since last report)
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 (see General Instructions A.2. below):
☒
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, par value $.001 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-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 5.07 Submission of Matters to a Vote of Security Holders.
On February 23, 2021, Camber Energy, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of January 8, 2021, the record date for the Special Meeting, there were 25,000,000 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 15,752,829 shares, or 63.0%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.
Proposal 1. - The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 25,000,000 to 250,000,000. The voting on this proposal is set forth below:
Votes For
Votes Against
Abstain
14,998,746
722,544
31,539
Proposal 2. - The Company’s stockholders authorized a the Company’s Board, 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 Proposal 1 listed above at the time of the Special Meeting. The voting on this proposal is set forth below:
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.
Date: February 25, 2021
By:
/s/ James Doris
Name:
James Doris
Title:
President & CEO
3
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