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 1, 2022
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.) |
15915 Katy Freeway, Suite 450, Houston, Texas, 77094
(Address of principal executive offices)
(281) 404-4387
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Camber Energy, Inc. (the “Company”) is not in compliance with NYSE American LLC’s (the “Exchange”) continued listing standards. Specifically, the Company is not in compliance with Section 134 and 1101 of the NYSE American Company Guide (the “Company Guide”) given the Company failed to timely file with the Securities and Exchange Commission (the “Filing Delinquency”) the following reports (collectively, the “Delayed Reports”): (i) Form 10-K for the 9-month transition period ended December 31, 2020; (ii) Form 10-Q for the period ended March 31, 2021; (iii) Form 10-Q for the period ended June 30, 2021; and (iv) Form 10-Q for the period ended September 30, 2021.
The Company intended to remedy the Filing Delinquency on or before April 1, 2022, however due to certain circumstances requested the Exchange grant the Company an extension of time by which to file the Delayed Reports. The Exchange accepted the Company’s request and has allowed the Company until May 20, 2022 to file the Delayed Reports. The Filing Delinquency will be cured via the filing of the Delayed Reports and the filing of the Company’s annual report on Form 10-K for the period ended December 31, 2021 (collectively, the “Required Reports”).
If the Company is unable to cure the delinquency by May 20, 2022, Exchange staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Company is committed to filing the Required Reports to achieve compliance with the Exchange’s requirements, and, although there are no guarantees it will do so, the Company expects to file the Required Reports on or before May 20, 2022.
Item 8.01. Other Events.
On April 4, 2022, in accordance with the Exchange’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Description of Exhibit |
| ||
104 |
| Cover Page Interactive Data File (embedded within Inline XBRL document) |
2 |
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. | |||
Date: April 4, 2022 | By: | /s/ James A. Doris | |
| Name: | James A. Doris | |
Title: | Chief Executive Officer |
3 |
EXHIBIT INDEX
Exhibit Number |
| Description of Exhibit |
|
4 |