What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-08 · 191 added, 157 removed, 766 unchanged (31% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

Current assets:

32 unchanged sentences

STOCKHOLDERS’ DEFICIT

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, zero and 30 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of June 30, 2025 and December 31, 2024.

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, zero and 30 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of September 30, 2025 and December 31, 2024.

Liquidation preference of nil.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 281,686,525 and 258,136,858 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions (zero and 21,574,679 shares as of June 30, 2025 and December 31, 2024, respectively)

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 281,686,525 and 258,136,858 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions (zero and 21,574,679 shares as of September 30, 2025 and December 31, 2024, respectively)

Additional paid-in capital

15 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Power generation units and parts

13 unchanged sentences

( 6,337,338 )

( 4,445,909 )

Other income (expense)

1 unchanged sentence

( 1,409,418 )

( 1,702,638 )

Amortization of debt discount

3 unchanged sentences

( 18,573,289 )

Equity in earnings of unconsolidated entity

Equity in earnings (losses) of unconsolidated entity

Gain on partial disposal of interest in subsidiary

1 unchanged sentence

Loss on extinguishment of debt

Impairment of goodwill and intangible assets

( 3,728,011 )

( 34,860,411 )

( 3,728,011 )

( 34,860,411 )

Total other income (expense), net

1 unchanged sentence

( 32,902,161 )

Net income (loss) before income taxes

( 58,553,758 )

Net loss before income taxes

( 5,349,619 )

( 34,793,590 )

( 4,166,782 )

( 64,891,096 )

Income tax benefit (expense)

Net income (loss)

( 5,349,619 )

( 34,793,590 )

( 4,166,782 )

( 64,891,096 )

Net loss attributable to non-controlling interest

Net income (loss) attributable to Camber Energy, Inc.

( 1,220,148 )

Net loss attributable to Camber Energy, Inc.

$ ( 5,289,808 )

Income (loss) per share of common stock

$ ( 34,280,734 )

$ ( 3,295,348 )

$ ( 63,670,948 )

Loss per share of common stock

Basic and diluted

Weighted average number of shares of common stock outstanding

Basic and diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

Three months ended

Six months ended

Net income (loss)

Nine months ended

September 30,

$ ( 5,349,619 )

$ ( 34,793,590 )

$ ( 4,166,782 )

$ ( 64,891,096 )

Foreign currency translation adjustment

Total comprehensive income (loss)

Total comprehensive loss

( 5,349,619 )

( 34,803,810 )

( 4,166,782 )

( 64,937,754 )

Less comprehensive loss attributable to non-controlling interest

Loss attributable to non-controlling interest

( 1,220,148 )

Foreign currency translation adjustment attributable to non-controlling interest

Comprehensive loss attributable to non-controlling interest

Comprehensive income (loss) attributable to Camber Energy, Inc.

( 1,238,578 )

Comprehensive loss attributable to Camber Energy, Inc.

$ ( 5,289,808 )

$ ( 34,286,917 )

$ ( 3,295,348 )

$ ( 63,699,176 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

Net income (loss)

$ ( 4,166,782 )

Adjustments to reconcile net income (loss) to cash provided by (used) in operating activities:

$ ( 64,891,096 )

Adjustments to reconcile net loss to cash provided by (used) in operating activities:

Goodwill impairment

Intangible asset impairment

Change in fair value of derivative liability

20 unchanged sentences

Operating lease liabilities

( 1,255,595 )

Undistributed revenues and royalties

7 unchanged sentences

Deconsolidation of Simson-Maxwell cash balance

Investment in Viking Distribution Solutions

Net cash provided by investing activities

3 unchanged sentences

Advance from related party

Repayment of promissory notes, related parties

Proceeds from promissory notes, related parties, net

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

3 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Issuance of warrants for services

Issuance of shares on true-up of Series C Preferred Stock

6 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Preferred Stock

2 unchanged sentences

Preferred Stock

Common Stock to be

Comprehensive

Common Stock to be Issued

Other Comprehensive

Noncontrolling

Stockholders'

26 unchanged sentences

$ ( 36,859,363 )

Investment in Viking Distribution Solutions

( 5,289,808 )

( 5,349,619 )

Balances at September 30, 2025

( 211,788,234 )

$ ( 42,208,886 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For the six months ended June 30, 2024

Comprehensive

For the nine months ended September 30, 2024

Preferred Stock

Other Comprehensive

Non-controlling

Stockholders'

28 unchanged sentences

$ ( 169,741,107 )

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

( 36,103,638 )

( 5,776,582 )

Foreign currency translation adjustment

( 34,280,734 )

( 34,803,810 )

Balances at September 30, 2024

$ 155,913,262

$ ( 295,472 )

$ ( 204,021,841 )

$ ( 32,611,416 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

33 unchanged sentences

however, Viking’s ownership decreased from approximately 60.5% to 49% .

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber will no longer consolidate Simson-Maxwell’s financial results in its consolidated financial statements, beginning April 1, 2025.

The Company will instead account for its investment in Simson-Maxwell under the equity method of accounting.

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber no longer consolidates Simson-Maxwell’s financial results in its consolidated financial statements.

The Company instead accounts for its investment in Simson-Maxwell under the equity method of accounting.

Viking also entered into a Unanimous Shareholders Agreement (the “USA”) on April 1, 2025 with T&T and Simson-Maxwell.

4 unchanged sentences

Clean Energy and Carbon-Capture System:

In August 2021, Viking entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”).

In August 2021, Viking entered into an Exclusive Intellectual Property License Agreement (the “IPLA”) with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”).

The intellectual property licensed by Viking includes the patents and/or patent applications related to this technology

2 unchanged sentences

Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the absorber that enables carbon dioxide to be safely contained and packaged.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels.

The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties.

On August 13, 2025, Viking, ESG and Scuderi Group, Inc.

(“Scuderi”) signed an Amendment to Exclusive Intellectual Property License Agreement pursuant to which Scuderi was added, effective as of such date, as an additional licensor or grantor, as applicable, under the IPLA, and was vested with all future rights and obligations of ESG thereunder, and Scuderi assumed all remaining duties, liabilities and benefits of ESG under the IPLA, to the same extent as ESG.

Further, all general references to ESG in the IPLA are deemed to read ” ESG and Scuderi” and all provisions containing obligations of ESG are deemed to be obligations of ESG and Scuderi, jointly and severally.

Scuderi is the owner of the intellectual property licensed to Viking by ESG.

Medical Waste Disposal System Using Ozone Technology:

5 unchanged sentences

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection systems.

The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The broken conductor protection systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

On August 1, 2025, Viking entered into a Securities Purchase Agreement pursuant to which Viking agreed to purchase 51 units, representing 51 % of the membership interests, of Viking Distribution Solutions, LLC (“Viking Distribution”), from Milo Group, LLC (“Milo”).

Viking Distribution was formed on May 13, 2025, and Milo was issued all 100 units of Viking Distribution in consideration of Milo’s assignment to Viking Distribution of all of Milo’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric distribution ground fault prevention trip signal engaging system, also referred to as the “broken conductor protection system” or “open conductor detection system”, and related issued patents, pending patents and/or patent application(s) including, without limitation, the following:

11,852,692, titled Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices ;

Application No.

18/936,543 (JED-109C), titled Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase ;

Application No.

18/920,865 (JED-110C), titled Electric Distribution Line Ground Fault Prevention Device Using Dual Parameter High Sensitivity Monitoring Small Current Reduction With Small Increase in Negative Sequence Current ;

and (iv) PCT INT’L Application No.

PCT/US23/83181 (JED-105PCT), titled Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices.

Going Concern

The Company’s condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company generated net income of $ 1,182,837 for the six months ended June 30, 2025, as compared to a net loss of $( 30,097,506 ) for the six months ended June 30, 2024.

As of June 30, 2025, the Company had stockholders’ deficit of $( 36,859,363 ), long-term debt, net of current, of $ 43,277,908 and a working capital deficiency of $( 13,142,496 ).

The Company generated a net loss of $( 4,166,782 ) for the nine months ended September 30, 2025, as compared to a net loss of $( 64,891,096 ) for the nine months ended September 30, 2024.

As of September 30, 2025, the Company had stockholders’ deficit of $( 42,208,886 ), long-term debt, net of current, of $ 44,088,176 and a working capital deficiency of $( 13,754,541 ).

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 7,716,177 , undistributed revenues and royalties of $ 1,637,251 and amounts due to AGD Advisory Group, Inc., a related party, of $ 1,395,000 .

14 unchanged sentences

The amendments in this Update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

Adoption of the Update did not impact the Company’s financial statements for the current period.

Adoption of the Update did not impact the Company’s financial statements for 2025.

a) Basis of Presentation

5 unchanged sentences

The condensed consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiaries, Viking Energy Group, Inc., Camber Permian LLC and CE Operating LLC, the wholly-owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.).

In January 2022, Viking acquired a 51 % ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51 % ownership interest in both Viking Sentinel and Viking Protection.

In January 2022, Viking acquired a 51 % ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51 % ownership interest in both Viking Sentinel and Viking Protection, and in August 2025, Viking acquired a 51 % ownership interest in Viking Distribution.

These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 7).

15 unchanged sentences

ASC Topic 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurement.

The carrying amounts reported in the condensed consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, amount due to director, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The carrying amounts reported in the condensed consolidated balance sheets for notes receivable, deposits, accrued expenses and other current liabilities, accounts payable, amount due to director, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

3 unchanged sentences

The significant inputs to the Company’s derivative liability relative to the Company’s Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

Assets and liabilities measured at fair value as of and for the six months ended June 30, 2025 are classified below based on the fair value hierarchy described above:

Assets and liabilities measured at fair value as of and for the nine months ended September 30, 2025 are classified below based on the fair value hierarchy described above:

Identical Assets

Significant Unobservable

Total Gains (Losses) (six months ended June 30, 2025)

Total Gains (Losses) (nine months ended September 30, 2025)

Financial liabilities:

7 unchanged sentences

h) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG Clean Energy, LLC, and patents and intellectual property owned by Viking Ozone, Viking Protection and Viking Sentinel.

The intangible asset related to the ESG Clean Energy license are being amortized on a straight-line basis over 16 years (the remaining life of the related patents).

The intangible asset related to the ESG Clean Energy license was being amortized on a straight-line basis over 16 years (the remaining life of the related patents).

The other intangible assets are not amortized.

The Company reviews intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable.

The Company reviews intangible assets, at least annually, for possible impairment when events or changes in circumstances indicate that the assets carrying amount may not be recoverable.

In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life.

9 unchanged sentences

Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.

For the three and six months ended June 30, 2025 and 2024, there were approximately 2,096,971 and 3,321,457 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

For the three and nine months ended September 30, 2025 and 2024, there were approximately 2,033,334 and 2,641,416 warrants, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

k) Stock-Based Compensation

10 unchanged sentences

l) Impairment of Long-lived Assets

The Company, at least annually, is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

The Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

8 unchanged sentences

The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties.

The following table describes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2025 and 2024:

Six Months Ended

The following table describes the changes in the Company’s asset retirement obligations for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

Asset retirement obligation – beginning

2 unchanged sentences

Asset retirement obligation – ending

The Company had no oil and gas assets at June 30, 2025.

The Company had no oil and gas assets at September 30, 2025.

The ARO balance relates to Petrodome’s prior working interest in an abandoned offshore well which was the subject of a decommissioning order (the “Order”) issued by the Bureau of Safety and Environmental Enforcement (“BSEE”) in April 2019, to which Petrodome was a named party.

Petrodome filed an appeal with the Interior Board of Land Appeals (“IBLA”) in 2019.

Petrodome and the BSEE subsequently jointly requested, and received, a stay of the Order from the IBLA that remained in effect as of June 30, 2025.

Petrodome and the BSEE subsequently jointly requested, and received, a stay of the Order from the IBLA that remained in effect as of September 30, 2025.

The Company’s believes that decommissioning activity has begun and will retain this obligation pending resolution of the Order.

34 unchanged sentences

p) Subsequent events

The Company has evaluated all subsequent events from June 30, 2025 through August 8, 2025.

None were identified.

Deconsolidation of Simson-Maxwell

The Company has evaluated all subsequent events from September 30, 2025 through November 12, 2025 (see Note 15).

Investment in Simson-Maxwell

As described in Note 1, beginning on April 1, 2025, the Company no longer holds a controlling financial interest in Simson-Maxwell and therefore accounts for its ownership interest in Simson-Maxwell under the equity method of accounting from that date.

The accompanying condensed consolidated financial statements at June 30, 2025 and for the three and six months then ended reflect the impact of the deconsolidation of Simson-Maxwell on April 1, 2025.

The Company recorded a gain resulting from the conversion for accounting purposes to the equity method, as follows:

On April 1, 2025, the Company recorded a gain resulting from the conversion for accounting purposes to the equity method, as follows:

Fair value of retained non-controlling investment

3 unchanged sentences

Gain on disposal of ownership interest

The adjustments to the Company’s consolidated financial position at April 1, 2025 are summarized below:

April 1, 2025

Deconsolidation

Current assets:

Cash and cash equivalents

Accounts receivable, net

( 3,888,481 )

Inventory, net

( 6,156,136 )

Prepaids and other current assets

Notes receivable

Total current assets

( 9,437,192 )

Fixed assets, net

( 1,392,249 )

Right of use assets, net

( 7,369,671 )

Due from related parties

Equity investment in Simson-Maxwell

$ ( 16,248,779 )

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable

$ ( 5,428,722 )

Accrued expenses and other current liabilities

Customer deposits

( 3,757,717 )

Current portion operating lease liabilities

( 1,591,970 )

Due to related parties

Current portion of notes payable - related parties

Bank indebtedness

( 3,782,332 )

Other current liabilities

( 15,959,660 )

Notes payable related parties

Operating lease liability

( 5,703,753 )

Other long-term liabilities

TOTAL LIABILITIES

( 22,106,027 )

STOCKHOLDERS' DEFICIT

Share capital and additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 211,209,979 )

( 205,040,154 )

Parent's stockholders' equity in Camber

( 48,139,241 )

( 41,918,772 )

Noncontrolling Interests

TOTAL STOCKHOLDERS' DEFICIT

( 40,927,038 )

( 35,069,790 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ ( 16,248,779 )

For the period from April 1, 2025 to September 30, 2025, Simson-Maxwell reported revenues of $ 8.76 million, gross margin of $ 3.74 million, operating expenses of $ 3.72 million and net income of $ 21,531 .

For the three months ended September 30, 2025, Simson-Maxwell reported revenues of $ 3.61 million, gross margin of $ 1.64 million, operating expenses of $ 1.89 million and a net loss of $ 0.25 million.

Notes Receivable

3 unchanged sentences

If the principal of each promissory note is paid in full on or before the respective maturity date, all interest otherwise owing under each promissory note will be waived.

The Company expects the promissory notes to be paid on or before the maturity dates and has therefore not accrued any interest income at June 30, 2025.

The Company expects the promissory notes to be paid on or before the maturity dates and has therefore not accrued any interest income at September 30, 2025.

Intangible Assets

ESG Clean Energy License

The Company’s intangible assets include costs associated with securing in August 2021 an Exclusive Intellectual Property License Agreement with ESG, pursuant to which Viking received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates.

The Company’s intangible assets include costs associated with securing in August 2021 an Exclusive IPLA with ESG, pursuant to which Viking received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates.

In consideration of the licenses, Viking paid an up-front royalty of $ 1,500,000 and Viking was obligated to make additional royalty payments as follows:

8 unchanged sentences

Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the first quarter of 2026 but there is no assurance that it will occur at that or any time.

Due to the financial position of ESG described below, the Company does not know when, or if, the Trigger Date will be reached.

If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15 %, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally.

The Company recognized amortization expense of $ 153,078 and $ 153,924 for the six months ended June 30, 2025 and 2024, respectively.

The estimated future amortization expense for each of the next five years is $ 304,465 per year.

The ESG intangible asset consisted of the following at June 30, 2025 and December 31, 2024:

The Company recognized amortization expense of $ 230,886 and $ 231,732 for the nine months ended September 30, 2025 and 2024, respectively.

In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court.

At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility.

There is currently significant uncertainty as to whether ESG will be able to fully complete and commercialize its technology, which is necessary for the Company to exercise its rights under the license.

Consequently, the Company determined that the carrying value of the intangible asset for the ESG license is fully impaired and has recorded an impairment charge of $ 3,728,011 during the three months ended September 30, 2025.

The ESG intangible asset consisted of the following at September 30, 2025 and December 31, 2024:

September 30,

ESG Clean Energy License

2 unchanged sentences

( 1,041,103 )

Intangible asset impairment

( 3,728,011 )

Intangible Assets - Variable Interest Entities (VIE’s)

35 unchanged sentences

Upon the sale of 100k units

$ 1.06 (avg.)

$ 500,000,000

1 unchanged sentence

All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of the Company, at the seller’s option.

Upon the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock.

At September 30, 2025, no shares of Series H Preferred Stock remained outstanding.

These are estimates only.

12 unchanged sentences

Camber ownership interest

On August 1, 2025, Viking purchased 51 units, representing a 51% ownership interest in Viking Distribution, from Milo Group, LLC, for consideration of $100 .

Viking Distribution was formed on or about May 13, 2025.

The Company determined the acquisition of a 51 % interest in Viking Distribution was the acquisition and initial consolidation of a VIE that is not a business.

The Company consolidates any VIEs in which it holds a variable interest and is the primary beneficiary.

4 unchanged sentences

The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company has determined that it is the primary beneficiary of three VIEs (Viking Ozone, Viking Sentinel and Viking Protection), and consolidates the financial results of these entities, as follows:

The Company has determined that it is the primary beneficiary of four VIEs (Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution), and consolidates the financial results of these entities, as follows:

Intangible asset - Patents and Intellectual Property

4 unchanged sentences

Camber ownership interest

Upon consummation of the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock, with substantially the same rights and terms with respect to Camber.

At June 30, 2025, no shares of Series H Preferred Stock remained outstanding.

Related Party Transactions

The Company’s CEO and Director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr.

During each of the six month periods ended June 30, 2025 and 2024, the Company paid or accrued $ 150,000 in fees to AGD Advisory Group, Inc.

As of June 30, 2025 and December 31, 2024, the total amount due to AGD Advisory Group, Inc.

During each of the nine month periods ended September 30, 2025 and 2024, the Company paid or accrued $ 150,000 in fees to AGD Advisory Group, Inc.

As of September 30, 2025 and December 31, 2024, the total amount due to AGD Advisory Group, Inc.

was $ 1,395,000 and $ 960,000 , respectively, and is included in accounts payable.

As of June 30, 2025 and December 31, 2024, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 390,830 and $ 190,830 , respectively.

As of September 30, 2025 and December 31, 2024, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 618,330 and $ 190,830 , respectively.

The advances are non-interest bearing with no fixed repayment terms and are included in “Due to related parties”.

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr.

During each of the six month periods ended June 30, 2025 and 2024, the Company paid or accrued $ 90,000 in fees to 1508586 Alberta Ltd.

During each of the nine month periods ended September 30, 2025 and 2024, the Company paid or accrued $ 90,000 in fees to 1508586 Alberta Ltd.

As of September 30, 2025 and 2024, the total amount due to 1508586 Alberta Ltd.

was $ 60,000 and nil, respectively, and is included in accounts payable (September 30, 2024 – nil).

Non-Controlling Interests

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel and Viking Protection in the aggregate, and on the Company’s equity for six months ended June 30, 2025:

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution in the aggregate, and on the Company’s equity for nine months ended September 30, 2025:

Non-controlling interest - January 1, 2025

Investment in Viking Distribution

Net loss attributable to non-controlling interest

Non-controlling interest – June 30, 2025

Non-controlling interest – September 30, 2025

Long-Term Debt and Other Short-Term Borrowings

Long-term debt and other short-term borrowings consisted of the following at June 30, 2025 and December 31, 2024:

Long-term debt and other short-term borrowings consisted of the following at September 30, 2025 and December 31, 2024:

September 30,

Long-term debt:

1 unchanged sentence

The note bears interest at a rate equal to the Wall Street Journal Prime Rate (3.25%) as of the effective date and is secured by lien on substantially all of the Company’s assets.

The balance shown is net of unamortized debt discount of $4,892,844 and $6,488,422 at June 30, 2025 and December 31, 2024, respectively.

The balance shown is net of unamortized debt discount of $4,081,833 and $6,488,422 at September 30, 2025 and December 31, 2024, respectively.

Note payable to Discover pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027.

22 unchanged sentences

The note bears interest at a fixed rate of 10% and the Company may prepay at any time any portion of the principal and all other amounts due under the note.

On September 25, 2025, the promissory note was amended to extend the maturity date to the earlier of:

(i) October 31, 2025;

or (ii) the receipt of proceeds from the sale of the VKIN-300 system.

Promissory note dated April 29, 2025 in favor of an individual investor.

The note bears interest at a fixed rate equal to 10% of the principal amount and matures on the earlier of (i) September 30, 2025, or (ii) the date the Company receives proceeds from the sale of the VKIN-300 waste treatment system shipped to France in the first quarter of 2025.

On September 29, 2025, the promissory note was amended to extend the maturity date to the earlier of:

(i) November 7, 2025;

or (ii) the receipt of proceeds from the sale of the VKIN-300 system.

Total long-term debt

2 unchanged sentences

Principal maturities of long-term debt for the next five years and thereafter are as follows:

Twelve-month period ended June 30,

Twelve-month period ended September 30,

Unamortized Discount

30 unchanged sentences

In June 2025, Antilles agreed to cancel the remaining 11 shares of Series C Preferred Stock and to waive its entitlement to any further True-Up shares due from prior conversions.

The conversion and cancellation of the remaining shares of Series C Preferred Stock reduced the value of the associated derivative liability to zero at June 30, 2025.

The conversion and cancellation of the remaining shares of Series C Preferred Stock reduced the value of the associated derivative liability to zero at September 30, 2025.

(a) Common Stock

The Company is authorized to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share.

During the six months ended June 30, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows:

During the nine months ended September 30, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows:

A total of 16,904,261 shares related to the conversion of 19 shares of Series C Preferred Stock

12 unchanged sentences

(ii) Series C Redeemable Convertible Preferred Stock

Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 24.95 % per annum (adjustable up to 34.95% if a Trigger Event, as described in the Series C COD occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by our board of directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock.

Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 24.95 % per annum (adjustable up to 34.95% if a Trigger Event, as described in the COD for the Series Preferred Stock (the “Series C COD”) occurs, payable upon redemption, conversion, or maturity, and when, as and if declared by our board of directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock.

The Series C Preferred Stock ranks senior to the common stock.

24 unchanged sentences

February 2024 Agreement with Antilles Family Office, LLC

On or about February 15, 2024, the Company and Antilles entered into the February 2024 Antilles Agreement in relation to an amendment to the fifth amended and restated certificate of designations regarding its Series C Preferred Stock, as amended (the “COD”).

On or about February 15, 2024, the Company and Antilles entered into the February 2024 Antilles Agreement in relation to an amendment to the fifth amended and restated COD regarding its Series C Preferred Stock, as amended.

Particularly, in exchange for the release and indemnity as provided for in the Agreement, Antilles agreed to certain amendments to the COD.

On February 21, 2024, the Company filed with the Secretary of State of Nevada an amendment to the COD (the “Amendment”), dated as of February 21, 2024 (the “Amendment Date”), pursuant to the Agreement, which amended the COD to (i) establish a floor price in connection with determining the Conversion Premium (as defined in the COD) associated with conversions of Series C Preferred Stock, (ii) confirm that the Company may make an early redemption of any outstanding Series C Preferred Stock provided that outstanding promissory notes in favor of the Investor or its affiliates (collectively, the “Notes”) are paid in full, and (iii) confirm that no additional conversion shares will be owed to the Investor if the Notes are paid in full and all then outstanding shares of Series C Preferred Stock have been redeemed.

Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (y) $ 0.15 , (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to Antilles.

Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric (as defined in the COD) will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date (as defined in the COD) of the Series C Preferred Stock and (y) $ 0.15 , (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to Antilles.

In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding Notes, and (ii) Antilles rescinded its prior notice to increase the beneficial ownership limitation to 9.99%, such that the limitation is restored to 4.99% effective five Business Days from the date of the Agreement.

4 unchanged sentences

In June 2025, Antilles agreed to cancel the remaining 11 shares of Series C Preferred Stock and to waive its entitlement to any further True-Up shares due from prior conversions.

Consequently, at June 30, 2025, no shares of Series C Preferred Stock remained outstanding and no True-Up shares remained to be issued.

Consequently, at September 30, 2025, no shares of Series C Preferred Stock remained outstanding and no True-Up shares remained to be issued.

(iii) Series G Redeemable Convertible Preferred Stock

19 unchanged sentences

In the first quarter of 2022, pursuant to a stock purchase agreement between the Company and an accredited investor (the “Investor”) dated on or about December 30, 2021, the Investor purchased from the Company 10,544 shares of newly designated Series G Preferred Stock, having a face value of $ 10,000 per share, for an aggregate price of $ 100,000,000 (the “Purchase Price”), representing at a 5 % original issue discount.

The Purchase Price was paid by the Investor via payment of $ 5,000,000 in cash, and the execution and delivery of four Promissory Notes (each a “Note” and collectively, the “Notes”) from the Investor in favor of Company, each in the amount of $ 23,750,000 and payable by the Investor to the Company on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively.

There are 2,636 shares of Series G Preferred Stock associated with each Note, and the Investor may not convert the shares of preferred stock associated with each Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor.

The Company may in its sole discretion redeem the 2,636 shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

Also, the Investor may offset the then outstanding balance of each Note against the 2,636 shares of Series G Preferred Stock associated with that Note by electing to cancel the 2,636 shares as full consideration for cancellation of the Note in the event of a breach or default of any of the transaction documents by the Company.

In 2022, the Company paid the Investor $ 2,750,000 and redeemed 5,272 shares of Series G Preferred Stock associated with the Notes due March 31, 2022 and June 30, 2022, thereby canceling such Notes and reducing the number of shares of Series G Preferred Stock outstanding from 10,544 to 5,272 .

The Investor may not convert any of the remaining shares of Series G Preferred Stock associated with any remaining Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor, and the Company may redeem the shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

As of June 30, 2025, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

The Purchase Price was paid by the Investor via payment of $ 5,000,000 in cash, and the execution and delivery of four Promissory Notes (each a “Series G Note” and collectively, the “Series G Notes”) from the Investor in favor of Company, each in the amount of $ 23,750,000 and payable by the Investor to the Company on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively.

There are 2,636 shares of Series G Preferred Stock associated with each Series G Note, and the Investor may not convert the shares of preferred stock associated with each Series G Note into shares of common stock or sell any of the underlying shares of common stock unless that Series G Note is paid in full by the Investor.

The Company may in its sole discretion redeem the 2,636 shares of Series G Preferred Stock associated with each Series G Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

Also, the Investor may offset the then outstanding balance of each Series G Note against the 2,636 shares of Series G Preferred Stock associated with that Series G Note by electing to cancel the 2,636 shares as full consideration for cancellation of the Series G Note in the event of a breach or default of any of the transaction documents by the Company.

In 2022, the Company paid the Investor $ 2,750,000 and redeemed 5,272 shares of Series G Preferred Stock associated with the Series G Notes due March 31, 2022 and June 30, 2022, thereby canceling such Series G Notes and reducing the number of shares of Series G Preferred Stock outstanding from 10,544 to 5,272 .

The Investor may not convert any of the remaining shares of Series G Preferred Stock associated with any remaining Series G Note into shares of common stock or sell any of the underlying shares of common stock unless that Series G Note is paid in full by the Investor, and the Company may redeem the shares of Series G Preferred Stock associated with each Series G Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

As of September 30, 2025, none of the outstanding Series G Notes had been paid in full and thus the underlying shares were not convertible.

(iv) Series H Convertible Preferred Stock

3 unchanged sentences

During the year ended December 31, 2024, Jedda Holdings converted the remaining 275 shares of Series H Preferred Stock into 4,583,333 shares of Common Stock.

The following table represents stock warrant activity as of and for the six months ended June 30, 2025 and 2024:

The following table represents stock warrant activity as of and for the nine months ended September 30, 2025 and 2024:

Contractual Life

1 unchanged sentence

Forfeited/expired/cancelled

Warrants Outstanding – June 30, 2025

Outstanding Exercisable – June 30, 2025

Warrants Outstanding – September 30, 2025

Outstanding Exercisable – September 30, 2025

Contractual Life

1 unchanged sentence

Forfeited/expired/cancelled

Warrants Outstanding – June 30, 2024

Outstanding Exercisable – June 30, 2024

On or about October 23, 2024, the Company and James Doris entered into a Second Amendment to Common Stock Warrant Agreement pursuant to which the exercise price of Mr.

Doris’ outstanding warrants (i.e., the right to purchase 1,666,667 shares of common stock of the Company) was increased from $ 0.009 to $ 1.00 per share.

During the three months ended June 30, 2025, the Company issued a total of 200,000 warrants with an exercise price of $ 0.15 to a noteholder and to a consultant in connection with the issuance of $ 700,000 of promissory notes described in Note 10.

( 1,049,727 )

Warrants Outstanding – September 30, 2024

Outstanding Exercisable – September 30, 2024

During the nine months ended September 30, 2025, the Company issued a total of 200,000 warrants with an exercise price of $ 0.15 to a noteholder and to a consultant in connection with the issuance of $ 700,000 of promissory notes described in Note 10.

The warrants expire two years from the date of issuance.

36 unchanged sentences

Performance is evaluated and resources allocated to, and within, this segment based upon the progress and projected financial requirements to advance each technology towards commercialization.

Information related to our reportable segments and our consolidated results for the three and six months ended June 30, 2025 and 2024 is presented below.

Three Months Ended June 30, 2025

Information related to our reportable segments and our consolidated results for the three and nine months ended September 30, 2025 and 2024 is presented below.

Three Months Ended September 30, 2025

Power Generation

3 unchanged sentences

General and administrative

Share-based compensation

Depreciation, depletion and amortization

3 unchanged sentences

$ ( 661,218 )

Equity in earnings of unconsolidated entity

Equity in earnings (losses) of unconsolidated entity

$ ( 121,587 )

Assets (at end of period)

2 unchanged sentences

Total Consolidated Assets

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Power Generation

4 unchanged sentences

General and administrative

Stock-based compensation

Accretion - ARO

5 unchanged sentences

$ ( 1,891,429 )

Assets (at end of period)

Segment assets

1 unchanged sentence

Total Consolidated Assets

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Power Generation

15 unchanged sentences

Total Consolidated Assets

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Power Generation

12 unchanged sentences

$ ( 6,337,338 )

Assets (at end of period)

Segment assets

1 unchanged sentence

Total Consolidated Assets

Subsequent Events

The principal balance of the April 2025 promissory notes for $ 200,000 and $ 500,000 were each repaid prior to their due dates of October 31, 2025 and November 7, 2025, respectively.

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-Q

Item 1. Financial Statements