Item 5. Other Information
ITEM 5. OTHER INFORMATION
On or about December 26, 2022, the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with the sellers named therein (collectively, the “Sellers”) regarding the proposed purchase of one hundred percent of the membership interests of the entities listed in Schedule 1 of the MIPA, which in turn owned interests in certain oil assets. The Sellers’ obligation to sell the membership interests was conditioned on a number of items set out in the MIPA including, without limitation, receiving certain acknowledgements and/or agreements from the Company’s existing senior secured lender and the Company’s preferred stockholder, and the Company’s obligation to purchase the membership interests was conditioned on a number of items set out in the MIPA including, without limitation, the Company completing its due diligence investigation of the applicable entities and their respective assets, and, in its sole discretion, being satisfied with the results of such due diligence investigation. On or about May 10, 2023, the Company entered into a Mutual Termination Agreement with Sellers pursuant to which the MIPA was terminated, effective as of such date.
.
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ITEM 6. EXHIBITS
31.1*
Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2*
Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
101.INS**
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**
Inline XBRL Taxonomy Extension Schema Document
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
ITEM 7. OFF BALANCE-SHEET ARRANGEMENTS
None.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMBER ENERGY, INC.
(Registrant)
/s/ James Doris
Date: May 18, 2023
Principal Executive Officer
/s/ Frank W. Barker, Jr.
Date: May 18, 2023
Principal Financial and Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.