What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-08 · 51 added, 58 removed, 246 unchanged (31% of the section changed)

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our ability to raise capital and the terms thereof;

ability to gain an adequate player base to generate the expected revenue;

competition with established gaming websites;

adverse changes in government regulations or polices;

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Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls.

Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

Operating for over 80 years, Simson-Maxwell’s branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

On April 1, 2025, Viking entered into a Share Subscription Agreement (the “SSA”) with T&T Power Group Inc.

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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.

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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 certain patents and/or patent applications, including the following:

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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 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:

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In February 2022, Viking acquired a 51% interest in two entities, Viking Sentinel and 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.

On August 1, 2025, Viking acquired a 51% interest in Viking Distribution which owns the intellectual property rights to patented and patent pending proprietary electric distribution broken conductor protection systems.

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.

A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel and/or Viking Protection as at the date hereof is as follows:

A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel, Viking Protection and/or Viking Distribution as at the date hereof is as follows:

Application #

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Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

PCT INT’L Application PCT/US23/83181

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

12,407,184 B2

Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase

US Application SN 18/920,865

Electric Distribution Line Ground Fault Prevention Device Using Dual Parameter High Sensitivity Monitoring Small Current Reduction With Small Increase in Negative Sequence Current

Merger with Viking Energy Group, Inc.

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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.

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RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company for the three and six months ended June 30, 2025 and 2024, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 12, 2025.

The following discussion of the financial condition and results of operation of the Company for the three and nine months ended September 30, 2025 and 2024, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 12, 2025.

Liquidity and Capital Resources

Working Capital:

Six Months Ended

Nine Months Ended

September 30,

Current assets

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$ (15,169,972 )

Six Months Ended

Net Cash Provided Used in Operating Activities

Nine Months Ended

September 30,

Net Cash Used in Operating Activities

$ (1,999,727 )

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Net Cash Provided by Financing Activities

Decrease in Cash during the Period

Increase (decrease) in Cash during the Period

Cash and Cash Equivalents, beginning of period

Cash and Cash Equivalents, end of Period

Net cash used in in operating activities was $(1,989,306) during the six months ended June 30, 2025, as compared to $(1,409,813) in the comparable period in 2024.

Net cash used in in operating activities was $(1,999,727) during the nine months ended September 30, 2025, as compared to $(1,454,022) in the comparable period in 2024.

The decrease of $(545,805) was due to a decrease of $(2,056,482) in cash flows from changes in operating assets and liabilities, partially offset by a decrease of $1,510,677 in cash operating losses.

Net cash flows from investing activities decreased to $21,296 during the six months ended June 30, 2025, as compared to $158,984 in the comparable period in 2024.

Net cash flows from investing activities decreased to $21,196 during the nine months ended September 30, 2025, as compared to $138,546 in the comparable period in 2024.

The decrease is due primarily to proceeds of $205,000 from the sale of oil and gas properties in 2024.

Net cash flows from financing activities increased to $1,927,744 during the six months ended June 30, 2025, as compared to $952,802 in the comparable period in 2024.

This increase is mainly due to a issuance of long-term debt and advances received from a related party, partially offset by a reduction in advances from bank credit facility.

as compared to the prior year.

Three months ended June 30, 2025, compared to the three months ended June 30, 2024

The Company had no revenues for the three months ended June 30, 2025, as compared to $9,507,150 for the three months ended June 30, 2024 due to the change in the Company’s method of accounting for Simson-Maxwell on April 1, 2025.

The Company’s operating expenses decreased to $1,300,837 for the three-month period ended June 30, 2025, from $11,694,498 in the corresponding prior year three-month period primarily due to the change in accounting for Simson-Maxwell and an overall reduction in general and administrative expenses at Camber.

Net cash flows from financing activities increased to $2,154,529 during the nine months ended September 30, 2025, as compared to $860,831 in the comparable period in 2024.

This increase is mainly due to an issuance of long-term debt and advances received from a related party, partially offset by a reduction in advances from bank credit facility, as compared to the prior year.

Three months ended September 30, 2025, compared to the three months ended September 30, 2024

The Company had no revenues for the three months ended September 30, 2025, as compared to $7,016,725 for the three months ended September 30, 2024 due to the change in the Company’s method of accounting for Simson-Maxwell on April 1, 2025.

The Company’s operating expenses decreased to $661,218 for the three-month period ended September 30, 2025, from $8,908,154 in the corresponding prior year three-month period primarily due to the change in accounting for Simson-Maxwell and an overall reduction in general and administrative expenses at Camber.

Loss from Operations

The Company generated a loss from operations for the three months ended June 30, 2025 of $(1,300,837), compared to $(2,187,348) for the three months ended June 30, 2024.

The Company generated a loss from operations for the three months ended September 30, 2025 of $(661,218), compared to $(1,891,429) for the three months ended September 30, 2024.

Other Income (Expense)

The Company had other income, net, of $5,675,327 for the three months ended June 30, 2025, as compared to other expense, net of $(1,291,943) for the three months ended June 30, 2024.

The increase was due primarily to a gain of $6,169,824 recognized on the change in method of accounting for Simson-Maxwell.

The Company had net income of $4,374,490 during the three-month period ended June 30, 2025, compared with a net loss of $(3,479,291) for the three-month period ended June 30, 2024.

Six months ended June 30, 2025, compared to the six months ended June 30, 2024

The Company had gross revenues of $6,229,335 for the six months ended June 30, 2025, as compared to $16,198,030 for the six months ended June 30, 2024.

The Company had other expense, net, of $(4,688,401) for the three months ended September 30, 2025, as compared to other expense, net, of $(32,902,161) for the three months ended September 30, 2024.

The decrease was due primarily to the net impact of a goodwill impairment charge of $(34,860,411) and a change in fair value of derivative of $2,668,909 recorded in the prior year, and an impairment charge on intangible assets of $(3,728,011) in the current year.

The Company had a net loss of $(5,349,619) during the three-month period ended September 30, 2025, compared with a net loss of $(34,793,590) for the three-month period ended September 30, 2024.

Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

The Company had gross revenues of $6,229,335 for the nine months ended September 30, 2025, as compared to $23,214,755 for the nine months ended September 30, 2024.

The decrease compared to the prior year is due primarily to the change in the Company’s method of accounting for Simson-Maxwell on April 1, 2025.

The Company’s operating expenses decreased to $9,310,944 for the six-month period ended June 30, 2025, from $20,643,939 in the corresponding prior year six-month period primarily due to the change in accounting for Simson-Maxwell on April 1, 2025 and an overall reduction in general and administrative expenses at Camber.

The Company’s operating expenses decreased to $9,972,162 for the nine-month period ended September 30, 2025, from $29,552,093 in the corresponding prior year nine-month period primarily due to the change in accounting for Simson-Maxwell on April 1, 2025 and an overall reduction in general and administrative expenses at Camber.

Loss from Operations

The Company generated a loss from operations for the six months ended June 30, 2025, of $(3,081,609), compared to $(4,445,909) for the six months ended June 30, 2024.

The Company generated a loss from operations for the nine months ended September 30, 2025, of $(3,742,827), compared to $(6,337,338) for the nine months ended September 30, 2024.

Other Income (Expense)

The Company had other income, net, of $4,264,446 for the six months ended June 30, 2025, as compared to other expense of $(25,651,597) for the six months ended June 30, 2024.

The increase was due primarily to the net of a gain of $6,169,824 recognized on the change in method of accounting for Simson-Maxwell in the six-month period ended June 30, 2025 and the expense recorded in the six-month period ended June 30, 2024 related to the change in fair value of derivative liability of $21,242,198

The Company had net income of $1,182,837 during the six-month period ended June 30, 2025, compared with a net loss of $(30,097,506) for the six-month period ended June 30, 2024.

The Company had other expense, net, of $(423,955) for the nine months ended September 30, 2025, as compared to other expense, net, of $(58,553,758) for the nine months ended September 30, 2024.

The decrease was due primarily to the net impact of:

a gain of $6,169,824 recognized on the change in method of accounting for Simson-Maxwell in the current year;

an impairment charge on intangible assets of $(3,728,011) in the current year;

a change in fair value of derivative liability of $(18,573,289) in the prior year;

and goodwill impairment of $(34,860,411) in the prior year.

The Company had a net loss of $(4,166,782) during the nine-month period ended September 30, 2025, compared with a net loss of $(64,891,096) for the nine-month period ended September 30, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Intangible Assets

Intangible assets include amounts capitalized for the Company’s license agreement with ESG as described in Note 1.

This asset is amortized on a straight-line basis over the remaining life of the related patents being licensed, which is approximately 16 years.

With the acquisition of a 51% interest in Viking Ozone, Viking Sentinel and Viking Protection, as described in Note 8, the Company has aggregate intangible assets of $15,433,340.

Intangible assets include amounts capitalized for the Company’s license agreement with ESG as described in Note 1 to the financial statements.

With the acquisition of a 51% interest in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution, as described in Note 7, the Company has aggregate intangible assets of $15,433,536.

These assets have an indefinite life and are not being amortized.

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If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

Derivative Liability

The Series C Preferred Stock COD contains provisions that could result in modification of the Series C Preferred Stock conversion price that is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No.

The Series C Preferred Stock are convertible into shares of common stock at a fixed $162.50 conversion rate.

Upon conversion, the holder is entitled to dividends as if the shares had been held to maturity, which is referred to as the Conversion Premium.

The Conversion Premium may be paid in shares or cash, at the option of the Company.

If the Conversion Premium is paid in cash, the amount is fixed and not subject to adjustment.

If the Conversion Premium is paid in shares, the conversion ratio is based on a VWAP calculation based on the lowest stock price over the Measurement Period.

The Measurement Period is 30 trading days (or 60 trading days if there is a Triggering Event) prior to the conversion date and 30 trading days (or 60 trading days if there is a Triggering Event) after the conversion date.

The VWAP calculation is subject to adjustment if there is a Triggering Event and the Measurement Period is subject to adjustment in the event that the Company is in default of one or more Equity Conditions provided in the COD.

For example, the Measurement period may be extended one day for every day the Company is not in compliance with one or more of the Equity Conditions.

Trigger events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC.

At the conversion date, the number of shares due for the Conversion Premium is estimated based on the previous 30-day VWAP.

If the Company does not elect to pay the Conversion Premium in cash, the Company will issue all shares due for the conversion and the estimated shares due for the conversion premium.

If the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, the holder will be issued additional shares of common stock, referred to as True-Up shares.

If the VWAP calculation is higher, no True-Up shares are issued.

The Company has determined that the Series C Preferred Stock contains an embedded derivative liability relating to the Conversion Premium and, upon conversion, a derivative liability for the potential obligation to issue True-Up Shares relating to Series C shares that have been converted and the Measurement Period has not expired, if applicable.

The fair value of the derivative liability relating to the Conversion Premium for any outstanding Series C Shares is equal to the cash required to settle the Conversion Premium.

The fair value of the potential True-Up share obligation has been estimated using a binomial pricing mode and the lesser of the conversion price or the low closing price of the Company’s stock subsequent to the conversion date and the historical volatility of the Company’s common stock.

Capitalized terms used but not defined in this section have the meaning assigned to them in the Series C COD.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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 2. Management’s Discussion and Analysis