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Item 5. Market for Registrant’s Common Equity

2023-03-17 compared with 2022-05-20 · 10 added, 92 removed, 97 unchanged (51% of the section changed)

2 unchanged sentences

Our common stock is quoted on the NYSE American under the symbol “ CEI ”.

As of May 6, 2022, there were approximately 16,900 record holders of our common stock, not including holders who hold their shares in street name.

As of February 17, 2023, there were approximately 16,900 record holders of our common stock, not including holders who hold their shares in street name.

Description of Capital Stock

The total number of shares of all classes of stock that we have authority to issue is 30,000,000, consisting of 20,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

As of May 16, 2022, we had (i) 414,290,116 shares of common stock outstanding, (ii) 5,200 designated shares of Series C Preferred Stock, 1,605 of which were outstanding and (iii) 25,000 designated shares of Series G Preferred Stock, 7,908 of which were outstanding.

As of February 17, 2023, we had (i) 20,000,000 shares of common stock outstanding, (ii) 5,200 designated shares of Series C Preferred Stock, 238 of which were outstanding and (iii) 25,000 designated shares of Series G Preferred Stock, 5,272 of which were outstanding.

Holders of our common stock:

47 unchanged sentences

The Series C Preferred Stock may be converted into shares of common stock (“ Conversion Shares ”) at any time at the option of the holder, or at our option if certain equity conditions (as defined in the certificate of designation for the Series C Preferred Stock), are met.

Upon conversion, we will pay the holders of the Series C Preferred Stock being converted through the issuance of common shares, in an amount equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of Common stock equal to $10,000 per share of Series C Preferred Stock (the “ Face Value ”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable Conversion Price of $3.25 per share adjusted for any forward or reverse splits..

Upon conversion, we will pay the holders of the Series C Preferred Stock being converted through the issuance of common shares, in an amount equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of Common stock equal to $10,000 per share of Series C Preferred Stock (the “ Face Value ”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable Conversion Price of $162.50 (after adjustment following the December 21, 2022 reverse stock split) adjusted for any future forward or reverse splits.

The conversion premium under the Series C Preferred Stock is payable and the dividend rate under the Series C Preferred Stock is adjustable.

12 unchanged sentences

Also pursuant to the October 2021 Agreements, due to the occurrence of a Trigger Event the Company no longer has the right to conduct an early redemption of the Series C Preferred Stock as provided for in the Designation.

The following tables present a range of estimates of the number of shares potentially issuable to settle future conversions of the Series C Preferred Stock outstanding at December 31, 2021, including the conversion premiums, reflecting consideration of all provisions that pertain to the computation of settlements as follows:

Estimate of Common Shares Due to Series C Pref.

Shareholders (assuming Dividends/Conversion Premium are paid in stock as opposed to cash)

Series C Pref.

Shares Outstanding - December 31, 2020

Assume Triggering Event

Low VWAP During Measurement

Period - $0.3475

Low VWAP During Measurement

Period - $0.50

Low VWAP During Measurement

Period - $1.00

Conversion Price for Preferred Stock

VWAP during Measurement Period

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Series C Pref Shares

Face value per share

Annual Conversion Premium

Total conversion Premium (7 years worth of dividends)

51,205,245.00

Underlying common shares for Face Value Portion

Underlying common Shares for Face Value Portion

Underlying common shares for Face Value Portion

Underlying common shares for Conversion Premium

Total Potential Shares

Series C Pref.

Shares Outstanding – December 31, 2021

Assume Triggering Event

Low VWAP During Measurement

Period - $0.3475

Low VWAP During Measurement

Period - $0.50

Low VWAP During Measurement

Period - $1.00

Conversion Price for Preferred Stock

VWAP during Measurement Period

Price for Calculating Conversion Premium (i.e.

95% of VWAP less $0.05)

Price for Calculating Conversion Premium (i.e.

95% of VWAP less $0.05)

Price for Calculating Conversion Premium (i.e.

95% of VWAP less $0.05)

Series C Pref Shares

Face value per share

Annual Conversion Premium

Total conversion Premium (7 years worth of dividends)

Underlying common shares for Face Value Portion

Underlying common Shares for Face Value Portion

Underlying common shares for Face Value Portion

Underlying common shares for Conversion Premium

Total Potential Shares

On October 31, 2022, the Company filed with the Secretary of State of Nevada an amendment to the COD (the “ Amendment ), dated as of October 28, 2022 (the “ Amendment Date ”), pursuant to agreements between the Company and each of Discover and Antilles signed on October 28, 2022, which amended the COD such that (i) beginning on the Amendment Date and thereafter, when determining the conversion rate for each share of Series C Preferred Stock based on the trading price of the Company’s common stock (“ Common Stock ”) over a certain number of previous days (“ Measurement Period ”), no day will be added to what would otherwise have been the end of any Measurement Period for the failure of the Equity Condition (as defined in the COD), even if the volume weighted average trading price (“ Measuring Metric ”) is not at least $1.50 and each Investor waived the right to receive any additional shares of Common Stock that might otherwise be due if such Equity Condition were to apply after the Agreement Date, including with respect to any pending Measurement Period;

and (ii) (A) beginning on the Amendment Date and for the period through December 30, 2022, the Measuring Metric will be the higher of the amount provided in Section I.G.7.1(ii) of the COD and $0.20, and (B) beginning at market close on December 30, 2022 and thereafter, the Measuring Metric will be the volume weighted average trading price of the Common Stock on any day of trading following the date of first issuance of the Series C Preferred Stock.

As of December 31, 2022, 730,241 common shares are due to a prior holder of Series C Preferred Stock in connection with prior conversions.

The Company anticipates issuing these common shares to EMC if the Company’s shareholders approve an increase in the Company’s authorized capital.

As at December 31, 2022, Antilles held 270 shares of Series C Preferred Stock and the Company estimated these shares would be able to convert into approximately 6.69 million common shares pursuant to the conversion formula set out in the COD associated with the Series C Preferred Stock, using approximately $1.2813 as the low volume weighted average price of the Company’s common stock for the purposes of calculating the Conversion Premium due upon conversion.

If the low volume weighted average price of the Company’s common stock falls below $1.2813 during the Measurement Period (as defined in the COD, amended), Antilles would be entitled to more than 6.69 million common shares.

Series G Convertible Preferred Stock

24 unchanged sentences

There have been no sales of unregistered securities during the year ended December 31, 2022, which have not previously been disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, except as set forth below:

The Company issued to one of its preferred stockholders a total of 7,568,617 shares of common stock pursuant to the stockholder’s conversion of Series C Preferred Stock into common stock.

The Company issued to three preferred stockholders (existing or prior), a total of 12,793,678 shares of common stock pursuant to the stockholder’s conversion of Series C Preferred Stock into common stock.

The shares were issued pursuant to the exemptions from registration provided by Section s 3(a)(9), 4(a)(1) and 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 144 promulgated thereunder, as the shares of common stock were issued in exchange for preferred stock of the Company held by the preferred stockholder, there was no additional consideration for the exchanges, there was no remuneration for the solicitation of the exchanges, the exchanged securities had been held by the preferred stockholder for the requisite holding period, the preferred stockholder was not an affiliate of the Company, the Company was not a shell company, there was no general solicitation and the transactions with the shareholders did not involve a public offering.

2 unchanged sentences

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity