355 unchanged sentences
If we cannot meet the NYSE American continued listing requirements, the NYSE American may delist our common stock, which could have an adverse impact on us and the liquidity and market price of our stock.
−Removed: On February 24, 2020, we received notice from the NYSE American (the “ Exchan ge”) that we were not in compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE American Company Guide (the “ Company Guide ”).
−Removed: Specifically, because we reported stockholders’ equity of $3.1 million as of December 31, 2019 and net losses in three of our four most recent fiscal years then ended, we did not comply with Section 1003(a)(ii) of the Company Guide because we had stockholders’ equity of less than $4,000,000 and reported losses from continuing operations and/or net losses in three of our four most recent fiscal years.
−Removed: In order to maintain our listing on the Exchange, the Exchange requested we submit a plan of compliance (the “Plan”) by March 25, 2020 addressing how we intended to regain compliance with Section 1003(a)(ii) of the Company Guide by August 24, 2021, which plan was submitted and accepted.
−Removed: On May 8, 2020, the Company was notified by the NYSE that the NYSE Regulation accepted the Company’s plan to regain compliance with the Exchange’s continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the “ Company Guide ”) by August 24, 2021, subject to periodic review by the NYSE for compliance with the initiatives set forth in the plan.
−Removed: If the Company is not in compliance with the continued listing standards by August 24, 2021, or if the Company does not make progress consistent with the plan during the plan period, the NYSE staff may initiate delisting proceedings as appropriate.
−Removed: We are continuing to make progress with our plan of compliance as previously submitted to the NYSE.
−Removed: During the plan period, we are able to continue our listing and will be subject to continued periodic review by the Exchange staff.
−Removed: If we do not make progress consistent with the Plan during the plan period, we will be subject to delisting procedures as set forth in the Company Guide.
−Removed: Pursuant to a letter dated January 21, 2021, the Exchange advised the Company is back in compliance with all of the Exchange’s continued listing standards set forth in Company Guide.
−Removed: Specifically, the Company has resolved the continued listing deficiency with respect to Section 1003(a)(ii) of the Company Guide referenced in the Exchange’s letter dated February 24, 2020.
−Removed: The Company is subject to NYSE Regulation’s normal continued listing monitoring, and in accordance with Section 1009(h) of the Company Guide, if the Company is again determined to be below any of the continued listing standards within 12 months of the date of the January 21, 2021 letter, the Exchange will examine the relationship between the two incidents of noncompliance and re-evaluate the Company’s method of financial recovery from the first incident.
−Removed: NYSE Regulation will then take the appropriate action, which, depending on the circumstances, may include truncating the compliance procedures described Section 1009 of the Company Guide or immediately initiating delisting proceedings.
−Removed: On May 21, 2021, we received notice from the Exchange that the Company is not in compliance with the Exchange’s continued listing standards as set forth in Section 1007 of the Company given the Company failed to timely file (the “ Filing Delinquency ”) its Form 10-K for the 9-month transition period ended December 31, 2020 (the “ Report ”).
−Removed: We believe this delinquency will be cured via the filing of this Report.
−Removed: The Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 6, 2021, to extend the due date for the Report.
−Removed: The Form 12b-25 disclosed that the Report was unable to be filed on time due to delays in assembling the financial information required to be reviewed by the Company’s independent auditor, and in completing the accounting of certain transactions affecting the Company.
−Removed: Such further delay in filing the Report past the deadline set forth in the Form 12b-25 is due to issues that have arisen in connection with (i) finalizing the determination of the fair values of both assets and liabilities associated with the Company’s acquisition of a controlling interest in Viking Energy Group, Inc.
−Removed: in December of 2020, and (ii) key personnel changes at the Company’s independent auditing firm.
−Removed: The Company is taking steps to complete the required accounting and plans to file the Report as soon as practicable.
−Removed: During the six-month period from the date of the Filing Delinquency (the “ Initial Cure Period ”), the Exchange will monitor the Company and the status of the Report and any subsequent delayed filings, including through contact with the Company, until the Filing Delinquency is cured.
−Removed: If the Company fails to cure the Filing Delinquency within the Initial Cure Period, the Exchange may, in the Exchange’s sole discretion, allow the Company’s securities to be traded for up to an additional six-month period (the “ Additional Cure Period ”) depending on the Company’s specific circumstances.
−Removed: If the Exchange determines an Additional Cure Period is not appropriate, suspension and delisting procedures will commence in accordance with the procedures set out in Section 1010 hereof.
−Removed: If the Exchange determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file its Delinquent Report and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence.
−Removed: If we are unable to retain compliance with the NYSE American criteria for continued listing, our common stock would be subject to delisting.
+Added: In 2022 the Company was not in compliance with certain continued listing standards set forth in the NYSE American LLC’s (“NYSE”) Company Guide (“Company Guide”), including as a result of:
+Added: (i) the Company not timely filing all reports required to be filed with the Securities & Exchange Commission;
+Added: (ii) the Company not holding an Annual Meeting within the required timeframe;
+Added: and (ii) the price of the Company’s stock trading below the required threshold for more than 30 consecutive days.
+Added: The Company took steps to remedy each deficiency, and on January 4, 2023, the Company issued a press release announcing that on January 3, 2023, it had received a notice letter from the NYSE American stating that the Company is in compliance with the NYSE American continued listing standards set forth in the Company Guide.
+Added: However, in accordance with Section 1009(h) of the Company Guide, if the Company is again determined to be below any of the continued listing standards within 12 months of the date of January 3, 2023, NYSE American will examine the relationship between the two incidents of noncompliance and re-evaluate the Company’s method of financial recovery from the first incident.
+Added: NYSE American will then take the appropriate action, which, depending on the circumstances, may include truncating the compliance procedures described in Section 1009 of the Company Guide or immediately initiating delisting proceedings.
A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock and reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing.
In addition, delisting from the NYSE American might negatively impact our reputation and, as a consequence, our business.
−Removed: Additionally, if we were delisted from the NYSE American and we are not able to list our common stock on another national exchange we will no longer be eligible to use Form S-3 registration statements (we are currently not eligible to use Form S-3 until potentially in mid-2023 due to late filings) and will instead be required to file a Form S-1 registration statement for any primary or secondary offerings of our common stock, which would delay our ability to raise funds in the future, may limit the type of offerings of common stock we could undertake, and would increase the expenses of any offering, as, among other things, registration statements on Form S-1 are subject to SEC review and comments whereas take downs pursuant to a previously filed Form S-3 are not.
+Added: It would also be a default under the Outstanding Notes and Discover would be able to enforce all relevant security and foreclose on the Company’s assets.
+Added: Further, if we were delisted from the NYSE American and we are not able to list our common stock on another national exchange we will no longer be eligible to use Form S-3 registration statements (we are currently not eligible to use Form S-3 until potentially in mid-2023 due to late filings) and will instead be required to file a Form S-1 registration statement for any primary or secondary offerings of our common stock, which would delay our ability to raise funds in the future, may limit the type of offerings of common stock we could undertake, and would increase the expenses of any offering, as, among other things, registration statements on Form S-1 are subject to SEC review and comments whereas take downs pursuant to a previously filed Form S-3 are not.
If we are delisted from the NYSE American, your ability to sell your shares of our common stock would also be limited by the penny stock restrictions, which could further limit the marketability of your shares.
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We have authorized capital stock consisting of 20,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share.
−Removed: As of May 16, 2022 , we had (i) 414,290,116 shares of common stock outstanding and (ii) 5,200 designated shares of Series C Preferred Stock, 1,605 of which were outstanding (iii) 25,000 authorized shares of Series G Preferred Stock of which 7,908 were outstanding (each as described in greater detail below under “ Item 5.
+Added: As of February 17, 2023, we had (i) 20,000,000 shares of common stock outstanding and (ii) 5,200 designated shares of Series C Preferred Stock, 238 of which were outstanding (iii) 25,000 authorized shares of Series G Preferred Stock of which 5,272 were outstanding (each as described in greater detail below under “ Item 5.
Market for Re g istrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Description of Capital Stock ”).
94 unchanged sentences
Some of our Series C Preferred Stockholders have rights of first refusal to provide further funding and favored nation rights.
−Removed: We have granted the Investor a right of first offer to match any offer for financing we receive from any person while the shares of Series C Preferred Stock sold pursuant to the June 2020 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.
+Added: We have granted the Investor a right of first offer to match any offer for financing we receive from any person while the shares of Series C Preferred Stock are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.
Such right of first refusal may delay or prevent us from raising funding in the future.
14 unchanged sentences
Doris could control the election of the members of the Company’s Board of Directors and generally exercise control over the affairs of Viking.
−Removed: Pursuant to the December 23 Purchase Agreement, whereby the Company acquired 51% of Viking, Viking is generally obligated (subject to certain limitations) to issue additional shares of Viking common stock to Camber to ensure that Camber shall own at least 51% of the common stock of Viking through July 1, 2022, which effectively prohibits Mr.
+Added: Pursuant to the December 23 Purchase Agreement, whereby the Company acquired 51% of Viking, Viking was generally obligated (subject to certain limitations) to issue additional shares of Viking common stock to Camber to ensure that Camber shall own at least 51% of the common stock of Viking through July 1, 2022 (“ Camber’s True-Up Entitlement ”), which effectively prohibited Mr.
Doris from obtaining control over the affairs of Viking at least until July 1, 2022.
−Removed: There can be no assurance that after July 1, 2022, conflicts of interest will not arise with respect to Mr.
+Added: Camber’s True-Up Entitlement expired on July 1, 2022 and there can be no assurance that conflicts of interest will not arise with respect to Mr.
Doris’s ownership of the preferred stock, or that such conflicts will be resolved in a manner favorable to the Company.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.