OTHER INFORMATION
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: NYSE American Notice Letter
+Added: On March 25, 2024, the Company received a notice letter from the NYSE American LLC (“NYSE American”) stating that the Company is back in compliance with all of the NYSE American’s continued listing standards set forth in Part 10 of the NYSE American Company Guide (“Company Guide”).
+Added: Specifically, the Company has resolved the continued listing deficiency with respect to Sections 1003(a)(i), (ii) and (iii) of the Company Guide referenced in the NYSE American’s letter dated April 12, 2023 since it demonstrated compliance with the continued listing standards for a period of two consecutive quarters pursuant to Section 1009(f) of the Company Guide.
+Added: As a result, effective March 26, 2024, the Below Compliance (“BC”) indicator ceased to be disseminated for the Company’s common stock and the Company has been removed from the list of issuers noncompliant with NYSE American corporate governance listing standards posted on https://www.nyse.com/regulation/noncompliant-issuers and the BC indicator has been removed from the profile, data and news pages of the Company’s security.
+Added: Second Amendment to Fifth Amended and Restated Designation of Series C Preferred Stock, dated February 21, 2024 (Filed as Exhibit 3.1 to Camber’s Report on Form 8-K, filed with the Commission on February 21, 2024 and incorporated herein by reference) (File No.
+Added: Agreement by and between Camber Energy, Inc.
+Added: and the Investor named therein, dated February 15, 2024 (incorporated by reference to Camber’s Current Report on Form 8-K filed on February 21, 2024)
+Added: Termination Agreement, by and between Camber Energy, Inc.
+Added: and RESC Renewables Holdings, LLC, effective as of March 13, 2024 (incorporated by reference to Camber’s Current Report on Form 8-K filed on March 19, 2024)
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
9 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: _______________
* Filed herewith
4 unchanged sentences
/s/ James Doris
+Added: August 26, 2024
Principal Executive Officer
+Added: /s/ John McVicar
+Added: August 26, 2024
Principal Financial and Accounting Officer
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.