What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-05-12 · 126 added, 201 removed, 190 unchanged (63% of the section changed)

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PLAN OF OPERATIONS

Camber is a growth-oriented diversified energy company.

Through our majority-owned subsidiaries we provide custom energy and power solutions to commercial and industrial clients in North America, and have a majority interest in:

(i) an entity with intellectual property rights to a fully developed, patented, proprietary Medical and Bio-Hazard Waste Treatment system using Ozone Technology;

and (ii) entities with the intellectual property rights to fully developed, patented and patent pending, proprietary Electric Transmission and Distribution Broken Conductor Protection Systems.

Also, we hold a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

The Company is also exploring other energy-related opportunities and/or technologies which are currently generating revenue or have a reasonable prospect of generating revenue within a reasonable period of time.

Custom Energy and Power Solutions:

Simson-Maxwell

On August 6, 2021, Viking acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd.

(“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage.

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.

Camber is a growth-oriented diversified company with interests in innovative, industry-changing or industry-leading technologies, as well as an interest in a company that provides custom energy and power solutions to commercial and industrial clients in North America.

Our existing portfolio of innovative technologies includes:

(i) a majority interest in an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology;

and (ii) a majority interest in entities with the intellectual property rights to fully developed, patented and patent pending, proprietary electric transmission and distribution broken conductor protection systems, and a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

Our interest in the custom energy and power solutions industry consists of a forty-nine percent interest in Simson-Maxwell Ltd., a Canadian corporation.

We are also exploring other energy-related opportunities and/or technologies which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

Medical Waste Disposal System Using Ozone Technology:

In January 2022, Viking acquired a 51% interest in Viking Ozone, which owns the intellectual property rights to a patented (i.e., US Utility Patent No.

11,565,289), proprietary medical and biohazard waste treatment system using ozone technology.

The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

In November, 2025, Viking Ozone was advised that its flagship VKIN-300 medical and bio-hazardous waste pre-treatment unit (the “VKIN-300 Unit”) passed the acceptance review by Laboratoire national de métrologie et d’essais (“LNE”) in France to obtain official certification of compliance with French Standard NFX 30-503, regarded as one of the world’s strictest standards for waste decontamination equipment.

On or about November, 7, 2025, the LNE confirmed that Viking Ozone’s application for a certificate of conformity for the VKIN 300 pretreatment unit is complete, satisfactory, and compliant with the requirements of standard NF X 20-703-1 of April 2024, and that formal attestation of conformity under the French decree Arrêté du 20 avril 2017 (Ministry of Social Affairs & Health, relating to pretreatment by disinfection of regulated medical care waste – DASRI) is expected to be issued once the decree is updated to reference French Standard NFX 30-503 and LNE’s own certification framework is amended accordingly.

Given the conclusion of the evaluation report received from the LNE it is likely the certification will be obtained but there are no assurances of such result.

Broken Conductor Protection Technologies:

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.

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, Viking Protection and/or Viking Distribution as at the date hereof is as follows:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

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

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

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

US Application 19/362,887

Electric Distribution Line Ground Fault Prevention Systems Using Dual Parameter High Sensitivity Relay

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.

Medical Waste Disposal System Using Ozone Technology:

In January 2022, Viking acquired a 51% interest in Viking Ozone, which owns the intellectual property rights to a patented (i.e., US Utility Patent No.

11,565,289), proprietary medical and biohazard waste treatment system using ozone technology.

Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system.

Open Conductor Detection Technologies:

Broken Conductor Protection Technologies:

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.

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:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

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

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

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

Oil and Gas Properties:

As of September 30, 2024, the Company did not hold any interest in producing oil and gas properties.

Divestitures in 2024:

On February 1, 2024, the Company sold its working interest in oil and gas properties producing from the Cline and Wolfberry formations in Texas for gross proceeds of $205,000.

The Company recorded a net loss on this transaction, as follows:

Proceeds from sale (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

ARO recovered

Loss on disposal

Divestitures in 2023:

On November 5, 2023, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC, wholly-owned subsidiaries of Viking, sold 100% of their interest in oil and gas assets in Kansas, consisting of 168 producing wells, 90 injector wells and 34 non-producing wells, for gross proceeds of $515,000.

On December 1, 2023, a subsidiary of Petrodome sold its non-operated working interest in a producing oil well in Texas for proceeds of $250,000.

The Company recorded a net gain on these two transactions, as follows:

Proceeds from sales (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

ARO recovered

Cash bond recoverable (net of fees)

Gain on disposal

Merger with Viking Energy Group, Inc.

On August 1, 2023, Camber Energy, Inc.

completed the previously announced merger (the “Merger”) with Viking Energy Group, Inc.

pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.

Upon the terms and conditions in the Merger Agreement, each share:

(i) of common stock, par value $0.001 per share, of Viking (the “Viking Common Stock”) issued and outstanding, other than shares owned by Camber, was converted into the right to receive one share of common stock of Camber (the “Camber Common Stock”);

(ii) of Series C Preferred Stock of Viking (the “Viking Series C Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “New Camber Series A Preferred Stock”) and (iii) of Series E Convertible Preferred Stock of Viking (the “Viking Series E Preferred Stock,” and, together with the Viking Series C Preferred Stock, the “Viking Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series H Preferred Stock of Camber (the “New Camber Series H Preferred Stock,” and, together with the New Camber Series A Preferred Stock, the “New Camber Preferred”).

Each share of New Camber Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation preventing conversion into Camber Common Stock if the holder would be deemed to beneficially own more than 9.99% of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

(a) on a proposal to increase or reduce Camber’s share capital;

(b) on a resolution to approve the terms of a buy-back agreement;

(d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking;

(f) during the winding-up of Camber;

and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.

Each share of New Camber Series H Preferred Stock has a face value of $10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis.

Each outstanding option or warrant to purchase Viking Common Stock (a “Viking Option”), to the extent unvested, automatically became fully vested and was converted automatically into an option or warrant (an “Adjusted Option”) to purchase, on substantially the same terms and conditions as were applicable to such Viking Option, except that instead of being exercisable into Viking Common Stock, such Adjusted Option is exercisable into Camber Common Stock.

Each outstanding promissory note issued by Viking that was convertible into Viking Common Stock (a “Viking Convertible Note”) was converted into a promissory note convertible into Camber Common Stock (an “Adjusted Convertible Note”) having substantially the same terms and conditions as applied to the corresponding Viking Convertible Note (including, for the avoidance of doubt, any extended post-termination conversion period that applies following consummation of the Merger), except that instead of being convertible into Viking Common Stock, such Adjusted Convertible Note is convertible into Camber Common Stock.

In connection with the Merger, Camber issued approximately 49,290,152 shares of Camber Common Stock, which represented approximately 59.99% of the outstanding Camber Common Stock after giving effect to such issuance.

In addition, Camber reserved for issuance approximately 88,647,137 additional shares of Camber Common Stock in connection with the potential (1) conversion of the New Camber Series A Preferred Stock, (2) conversion of the New Camber Series H Preferred Stock, (3) exercise of the Adjusted Options and (4) conversion of the Adjusted Convertible Notes.

For accounting purposes, the Merger was deemed a reverse acquisition.

Consequently, Viking (the legal subsidiary) was treated as the acquiror of Camber (the legal parent).

Accordingly, these consolidated financial statements reflect the financial position, operating results, and cash flow of Viking up to the date of the Merger, and the combined financial position, operating results and cash flow of Viking and Camber from August 1, 2023 to December 31, 2023.

The prior year comparative financial information is that of Viking.

Doris continues to serve as President and Chief Executive Officer of the combined company, and the combined company continues to have its headquarters in Houston, Texas.

NYSE American Listing

On August 7, 2024, the Company received notice from the NYSE Regulation that it had suspended trading of the Company’s common stock and determined to commence proceedings to delist the Company’s common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common stock.

The Company had a right to a review of the staff’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American.

The Company decided not to request a review of the staff’s determination and appeal this determination.

On August 16, 2024, the NYSE filed a Notification of Removal from Listing with the Securities and Exchange Commission to delist the Company’s common stock pending.

The Company’s common stock began trading under the trading symbol “CEIN” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on August 8, 2024.

Effective August 27, 2024, the Company received approval to have its common stock quoted on the OTCQB Venture Market on the OTC Markets.

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.

signed an Amendment to the IPLA 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.

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 in Massachusetts.

There is currently significant uncertainty as to whether ESG and/or Scuderi will be able to fully complete and commercialize its technology, which is necessary for the Company to market the technology and practically benefit from rights and entitlements under the license.

Custom Energy and Power Solutions:

On August 6, 2021, Viking acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd., a Canadian federal corporation, for $7,958,159 in cash.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

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 with T&T Power Group Inc., Remora EQ LP, Simmax Corp., and Simson-Maxwell.

The SSA relates to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson-Maxwell for an aggregate subscription price of approximately CAD $2.28 million;

(ii) purchase 903 Class A Common Shares from Remora for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares from Simmax for an agreed purchase price.

T&T also agreed to provide up to CAD $3.0 million in additional working capital to Simson-Maxwell on closing or at such time as is reasonably required to meet the cash requirements of Simson-Maxwell, and to repay on or within a reasonable period following the closing amounts owing under Simson-Maxwell’s then outstanding senior secured credit facilities.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5% of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025.

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above, T&T and Viking are the only remaining shareholders of Simson-Maxwell.

T&T owns 51% of Simson-Maxwell’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49%.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

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 no longer consolidates Simson-Maxwell’s financial results in its consolidated financial statements.

The Company instead accounts for its investment in Simson-Maxwell at fair value.

Viking also entered into a Unanimous Shareholders Agreement on April 1, 2025 with T&T and Simson-Maxwell.

The USA governs the ownership and management of Simson-Maxwell and provides that T&T is entitled to nominate two members to Simson-Maxwell’s board of directors, and Viking is entitled to nominate one member.

The USA also contains a call and a put option.

Under the call option, T&T has the option, exercisable at any time within the first 36 months, to purchase Viking’s 49% ownership interest for CAD $5.75 million (approximately $4.2 million).

Under the put option, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD $7.75 million (approximately $5.7 million).

Going Concern Qualification

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The loss for the year ended December 31, 2025, was comprised of, among other things, certain non-cash items, including:

(i) goodwill impairment of $34,860,411;

(ii) change in fair value of derivative liability of $18,306,398;

(iii) amortization of debt discount of $3,349,404;

(iv) impairment of intangible assets of $2,248,940;

(v) loss on extinguishment of debt of $811,132, and;

(vi) depreciation, depletion and amortization of $779,632.

(i) impairment of intangible assets of $3,728,011;

(ii) amortization of debt discount of $3,217,568;

(iii) depreciation, depletion and amortization of $291,617, and;

(iv) a gain on the partial disposal of interest in subsidiary of $6,169,824.

As of December 31, 2025, the Company had stockholders’ deficit of $43,368,722, long-term debt, net of current, of $43,698,407 and a working capital deficiency of $15,845,860.

The largest components of current liabilities creating this working capital deficiency was accrued interest on note payable to Discover of $6,578,169, drawings by Simson-Maxwell against its bank credit facility of $3,937,008, an advance from FK Venture, LLC of $1,200,000 and amounts due to AGD Advisory Group, Inc., a related party, of $960,000.

The largest components of current liabilities creating this working capital deficiency was accrued interest on note payable to Discover of $8,099,682, amounts due to related parties of $1,338,330, related party accounts payable of $1,810,000 and current portion of long-term debt of $1,202,956.

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

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Net cash provided by financing activities

Decrease in Cash during the Period

$ (2,333,289 )

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 operating activities decreased to $(1,468,439) during the fiscal year ended December 31, 2024, as compared to $(5,342,265) in the comparable period in 2023.

This decrease is the result of a decrease in net operating assets as compared to the prior year, partially offset by higher cash operating losses in the current year.

Net cash flows from investing activities decreased to $150,704 during the fiscal year ended December 31, 2024, as compared to $661,147 in the comparable period in 2023.

This decrease is due to lower proceeds from the sale of oil and gas properties as compared to the prior year.

Net cash from financing activities decreased to $526,323 during the fiscal year ended December 31, 2024, as compared to $2,347,829 in the comparable period in 2023.

This decrease is mainly due to a reduction in the amount of long-term debt issued in 2024.

Segment and Consolidated Results

The Company has two reportable segments:

Oil and Gas Production and Power Generation.

The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States.

We evaluate segment performance based on revenue and operating income (loss).

Information related to our reportable segments and our consolidated results for the years ended December 31, 2024 and 2023 is presented below.

Year Ended December 31, 2024

Power Generation

Loss from Operations is as follows:

Net cash used in operating activities increased to $(2,325,462) during the year ended December 31, 2025, as compared to $(1,468,439) in the comparable period in 2024.

Net cash provided by changes in operating assets and liabilities declined by approximately $3.2 million.

This was partially offset by a reduction of approximately $2.3 million in cash operating losses.

Both of these changes as compared to the prior year were primarily the result of the deconsolidation of Simson-Maxwell on April 1, 2025.

Net cash flows from investing activities increased to $316,533 during the year ended December 31, 2025, as compared to $150,704 in the comparable period in 2024.

This increase was due to payments received on notes receivable during the year and a reduction in fixed asset acquisitions as compared to the prior year, partially offset by the proceeds on the sale of oil and gas properties recorded in the prior year.

Net cash from financing activities increased to $2,173,806 during the year ended December 31, 2025, as compared to $526,323 in the comparable period in 2024.

This increase was mainly due to increases in net proceeds from the issuance of long-term debt and advances from related parties.

This was partially offset by a higher net repayment, and subsequent deconsolidation, of Simson-Maxwell’s bank facility during the year.

The Company operates as one reportable segment.

The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis.

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

Summary information on our consolidated results for the years ended December 31, 2025 and 2024 is presented below.

Years Ended December 31,

Operating expenses

Cost of goods

Lease operating costs

General and administrative

Stock-based compensation

Impairment of intangible assets

Depreciation, depletion and amortization

Accretion - ARO

Total operating expenses

Loss from operations

(11,183,144 )

$ (6,853,586 )

Other income (expense)

(59,076,750 )

Year Ended December 31, 2023

Power Generation

Loss from Operations is as follows:

Operating expenses

Cost of goods

Lease operating costs

General and administrative

Impairment of oil & gas and intangible assets

Depreciation, depletion and amortization

Accretion - ARO

Total operating expenses

Loss from operations

Net loss before income taxes

(70,259,894 )

1 unchanged sentence

$ (70,259,894 )

The Company had gross revenues of $28,610,567 for the year ended December 31, 2024 as compared to $32,054,323 for the year ended December 31, 2023, a decrease of 9%.

In the power segment, power generation unit and parts revenues decreased by 8%, while service revenues increased by 3%.

Oil and gas revenues declined by 90% reflecting the impact of oil and gas divestitures in the first quarter of 2024.

The Company’s operating expenses increased by 2% to $39,793,711 for the year ended December 31, 2024 from $39,048,688 for the year ended December 31, 2023.

Lease operating costs, depreciation depletion and amortization all decreased as a result of dispositions of oil and gas interests.

Cost of sales decreased as compared to the prior year due to lower power segment revenues.

General and administrative expenses increased by 5% as compared to the prior year.

Income (Loss) from Operations

The Company generated a loss from operations of $11,183,144 for the year ended December 31, 2024, as compared to $6,994,365 for the year ended December 31, 2023, due to the reasons explained above.

The Company consolidated the revenues of Simon-Maxwell up to March 31, 2025, after which the Company deconsolidated Simson-Maxwell and began accounting for its investment in Simson-Maxwell at fair value.

The Company did not generate revenues from any other sources in 2025.

The significant decrease in revenues in 2025 as compared to the prior year reflects the impact of the deconsolidation of Simson-Maxwell effective April 1, 2025.

Operating expenses

The significant decrease in operating expenses in 2025 as compared to the prior year reflects the impact of the deconsolidation of Simson-Maxwell effective April 1, 2025, which reduced cost of goods sold, general and administrative expenses and depreciation expenses by approximately $16.0 million, $9.0 million and $0.5 million, respectively, as compared to the prior year.

Excluding Simson-Maxwell, operating expenses were relatively flat compared to the prior year.

General and administrative expenses decreased by approximately $1.1 million, to $3.0 million, as compared to the prior year, driven by lower expenses for legal, insurance, consulting and public company-related costs.

This was offset by an increase of $1.4 million in impairment expense related to intangible assets.

Loss from Operations

The loss from operations decreased by $3.2 million in 2025 as compared to the prior year.

This reduction was due almost entirely to the deconsolidation of Simson-Maxwell.

The operating loss from the rest of Camber’s business was relatively flat compared to the prior period.

Other Income and Expense

The Company recorded other expense of $59,076,750 for the year ended December 31, 2024 as compared to $11,540,702 for the year ended December 31, 2023, an increase of $47,536,048.

This increase was driven by (i) goodwill impairment of $34,860,411;

(ii) an increase of $9,155,939 related to the change in the fair value of derivative liabilities, and;

(iii) higher debt discount amortization.

The Company recorded a net loss of $70,259,894 for the year ended December 31, 2024, as compared to$18,535,067 for the year ended December 31, 2023, due to the reasons explained above.

The Company recorded other income of $2.6 million in 2025, driven primarily by the gain of $6.2 million recognized on the partial disposition of its investment in Simson-Maxwell, less interest expense and amortization of debt discount.

In the prior year, the Company recorded other expense of ($59.1) million, consisting primarily of goodwill impairment of ($34.9) million and change in fair value of derivative liability of ($18.3) million, plus additional expenses for interest, amortization of debt discount, loss on extinguishment of debt and loss on disposal of oil and gas assets.

The Company’s net loss of $5.3 million was approximately $65.0 million lower than the prior year, primarily as a result of the change in other income and expense described above.

Off Balance Sheet Arrangements

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The Company consolidates the financial results of a VIE when it is determined that the Company is the primary beneficiary of the VIE.

Intangible Assets

Intangible assets include the Company’s investments in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution, and the Company’s license agreement with ESG.

The license agreement was being amortized over 16 years.

The other intangible assets have an indefinite life and are not being amortized.

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

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

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.

Investment in Unconsolidated Entity

The Company accounted for its non-controlling interest in Simson-Maxwell, an unconsolidated entity, under the equity method of accounting from April 1 through September 30, 2025.

During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over this investment and as a result, beginning with the quarter ended December 31, 2025, accounts for this investment at fair value.

Under the fair value method, the Company adjusts the carrying value of its investment for changes in fair value and records the amount of the change in fair value in the consolidated statement of operations.

Revenue Recognition

Power Generation Revenues

Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions.

Sale of Power Generation Units

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Progress payments are recognized as contract liabilities until the completed unit is delivered.

Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of the unit and commissioning of the unit, which is generally the price stated in the contract.

The Company does not allow returns because of the customized nature of the units and does not offer discounts, rebates, or other promotional incentives or allowances to customers.

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods.

Parts Revenue

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Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns.

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods sold in the consolidated statements of comprehensive income.

Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

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Each repair is considered a performance obligation.

As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation.

Simson-Maxwell generally uses the cost-to-cost measure of progress for its service work because the customer controls the asset as it is being serviced.

As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the cost-to-cost measure of progress for service work because the customer controls the asset as it is being serviced.

Most service and repairs are completed in one or two days.

Oil and Gas Revenues

Sales of crude oil, natural gas, and natural gas liquids (“NGLs”) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts.

Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract.

Each barrel of oil, million BTU (“MMBtu”) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated.

Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer.

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination.

Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test.

The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units.

The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units.

This quantitative test requires various judgments and estimates.

The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit.

Intangible Assets

Intangible assets include amounts capitalized for the Company’s license agreement with ESG.

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

Additionally, with the acquisition of Simson-Maxwell, the Company identified other intangible assets consisting of customer relationships (which is being amortized on a straight-line basis over 10 years) and Simson-Maxwell brand (which is not being amortized) with an aggregate appraised fair value $3,908,126.

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

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

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

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

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.

The Company recorded an impairment charge of $2,248,940 related to Simson-Maxwell’s intangible assets during the year ended December 31, 2024.

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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What changed 10-K

Item 7. Management’s Discussion and Analysis