Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
CAMBER ENERGY, INC.
Condensed Consolidated Balance Sheets (Unaudited)
At
March 31,
2026
At
December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents
$ 293,794
$ 279,525
Inventory, net
863,469
901,449
Insurance proceeds receivable
10,286,000
-
Prepaids and other current assets
282,559
57,850
Note receivable from related party
-
342,974
Total current assets
11,725,822
1,581,798
Intangible assets - Variable Interest Entities
15,433,536
15,433,536
Investment in unconsolidated entity
2,931,360
2,824,126
TOTAL ASSETS
$ 30,090,718
$ 19,839,460
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and other accrued expenses
$ 5,546,551
$ 5,061,330
Accrued interest
8,592,548
8,187,791
Accrued litigation settlement
10,286,000
-
Undistributed revenues and royalties
1,637,251
1,637,251
Due to related parties
1,338,330
1,338,330
Current portion of long-term debt - net of debt discount
45,541,300
1,202,956
Total current liabilities
72,941,980
17,427,658
Long-term debt - net of current portion and debt discount
152,715
43,698,407
Contingent obligations
1,435,757
1,435,757
Asset retirement obligation
646,360
646,360
TOTAL LIABILITIES
75,176,812
63,208,182
Commitments and contingencies (Note 11)
-
-
STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of March 31, 2026 and December 31, 2025
28
28
Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of March 31, 2026 and December 31, 2025. Liquidation preference of nil
5
5
Common stock, $ 0.001 par value, 500,000,000 shares authorized, 281,686,525 shares issued and outstanding as of March 31, 2026 and December 31, 2025
281,687
281,687
Additional paid-in capital
162,845,423
162,845,423
Accumulated deficit
( 214,578,297 )
( 212,901,381 )
Parent’s stockholders’ deficit in Camber Energy, Inc.
( 51,451,154 )
( 49,774,238 )
Non-controlling interest
6,365,060
6,405,516
TOTAL STOCKHOLDERS’ DEFICIT
( 45,086,094 )
( 43,368,722 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$ 30,090,718
$ 19,839,460
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAMBER ENERGY, INC.
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
2026
2025
Revenue
Power generation units and parts
$ -
$ 3,759,080
Service and repairs
-
2,470,255
Total revenue
-
6,229,335
Operating expenses
Cost of goods sold
-
4,648,824
General and administrative
622,852
3,224,436
Depreciation, depletion & amortization
-
136,847
Total operating expenses
622,852
8,010,107
Loss from operations
( 622,852 )
( 1,780,772 )
Other income (expense)
Interest expense
( 409,426 )
( 493,358 )
Amortization of debt discount
( 793,381 )
( 793,381 )
Change in fair value of investment in unconsolidated entity
107,234
-
Change in fair value of derivatives
-
( 266,891 )
Other income (expense)
1,053
142,749
Total other expense, net
( 1,094,520 )
( 1,410,881 )
Net loss before income taxes
( 1,717,372 )
( 3,191,653 )
Income tax benefit (expense)
-
-
Net loss
( 1,717,372 )
( 3,191,653 )
Net loss attributable to non-controlling interest
( 40,456 )
( 474,560 )
Net loss attributable to Camber Energy, Inc.
$ ( 1,676,916 )
$ ( 2,717,093 )
Loss per common share, basic and diluted
$ ( 0.01 )
$ ( 0.01 )
Weighted average number of common shares outstanding, basic and diluted
281,686,525
264,634,588
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAMBER ENERGY, INC.
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Three Months Ended
March 31,
2026
2025
Net loss
$ ( 1,717,372 )
$ ( 3,191,653 )
Foreign currency translation adjustment
-
84,272
Total comprehensive loss
( 1,717,372 )
( 3,110,381 )
Less comprehensive loss attributable to non-controlling interest
Loss attributable to non-controlling interest
( 40,456 )
( 474,560 )
Foreign currency translation adjustment attributable to non-controlling interest
-
33,287
Comprehensive loss attributable to non-controlling interest
( 40,456 )
( 441,273 )
Comprehensive loss attributable to Camber Energy, Inc.
$ ( 1,676,916 )
$ ( 2,669,108 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAMBER ENERGY, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net loss
$ ( 1,717,372 )
$ ( 3,191,653 )
Adjustments to reconcile net loss to cash provided by (used) in operating activities:
Change in fair value of investment
( 107,234 )
-
Change in fair value of derivative liability
-
266,891
Depreciation, depletion and amortization
-
136,847
Amortization of right-of-use assets
-
410,832
Amortization of debt discount
793,381
793,381
Foreign currency translation adjustment
-
84,272
Changes in operating assets and liabilities:
Accounts receivable, net
-
847,502
Inventory
37,980
1,316,401
Insurance proceeds receivable
( 10,286,000 )
-
Prepaids and other current assets
( 224,709 )
( 218,355 )
Accounts payable and other accrued expenses
485,221
( 260,171 )
Accrued interest
404,757
414,052
Accrued litigation settlement
10,286,000
-
Due to related parties
-
200,464
Customer deposits
-
( 167,027 )
Operating lease liabilities
-
( 391,476 )
Net cash provided by (used in) operating activities
( 327,976 )
241,960
Cash flows from investing activities:
Acquisition of fixed assets
-
( 16,136 )
Payment received on note receivable from related party
342,974
-
Net cash used in investing activities
342,974
( 16,136 )
Cash flows from financing activities:
Repayment of long-term debt
( 729 )
( 702 )
Advances from (repayment of) bank credit facility
-
( 154,676 )
Repayment of promissory notes, related parties
-
( 16,170 )
Net cash provided by (used in) financing activities
( 729 )
( 171,548 )
Net increase in cash
14,269
54,276
Cash and cash equivalents, beginning of period
279,525
114,648
Cash and cash equivalents, end of period
$ 293,794
$ 168,924
Supplemental Cash Flow Information:
Cash paid for:
Interest
$ 4,669
$ 79,306
Income taxes
$ -
$ -
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of shares on true-up of Series C Preferred Stock
$ -
$ 1,063,265
Acquisition of right of use assets through operating lease
$ -
$ 289,896
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAMBER ENERGY, INC.
Condensed Consolidated Statements of Changes in Stockholders ’ Equity (Deficit) (Unaudited)
For the three months ended March 31, 2026
Preferred Stock
Preferred Stock
Additional
Total
Series A
Series G
Common Stock
Paid-in
Accumulated
Noncontrolling
Stockholders'
Number
Amount
Number
Amount
Number
Amount
Capital
Deficit
Interest
Deficit
Balances at December 31, 2025
28,092
$ 28
5,272
$
5
281,686,525
$ 281,687
$ 162,845,423
$ ( 212,901,381 )
$ 6,405,516
$ ( 43,368,722 )
Net loss
-
-
-
-
-
-
-
( 1,676,916 )
( 40,456 )
( 1,717,372 )
Balances at March 31, 2026
28,092
$ 28
5,272
$ 5
281,686,525
$ 281,687
$ 162,845,423
$ ( 214,578,297 )
$ 6,365,060
$ ( 45,086,094 )
For the three months ended March 31, 2025
Preferred Stock
Series A
Preferred Stock
Series C
Preferred Stock
Series G
Preferred Stock
Series H
Common Stock
Common Stock
to be Issued
Additional
Paid-in
Accumulated Other
Comprehensive
Accumulated
Noncontrolling
Total
Stockholders'
Number
Amount
Number
Amount
Number
Amount
Number
Amount
Number
Amount
Number
Amount
Capital
Loss
Deficit
Interest
Total
Balances at December 31, 2024
28,092
$ 28
30
$
1
5,272
$
5
-
$ -
258,136,858
$ 258,137
21,574,679
$ 3,451,949
$ 159,411,262
$ ( 134,916 )
$ ( 208,492,886 )
$ 7,686,763
$ ( 37,819,657 )
Common shares issued on true-up of Series C preferred stock
-
-
-
-
-
-
-
-
6,645,406
6,645
( 6,645,406 )
( 1,063,265 )
1,056,620
-
-
-
-
Foreign currency translation adjustment
-
-
-
-
-
-
-
-
-
-
-
-
-
84,272
-
-
84,272
Net loss
-
-
-
-
-
-
-
-
-
-
-
-
-
-
( 2,717,093 )
( 474,560 )
( 3,191,653 )
Balances at March 31, 2025
28,092
$ 28
30
$ 1
5,272
$ 5
-
$ -
264,782,264
$ 264,782
14,929,273
$ 2,388,684
$ 160,467,882
$ ( 50,644 )
$ ( 211,209,979 )
$ 7,212,203
$ ( 40,927,038 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAMBER ENERGY, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Company Overview and Operations
Camber Energy, Inc. (“Camber”) through its wholly-owned subsidiary, Viking Energy, Inc. (“Viking”), is a growth-oriented diversified company with interests in innovative industry-changing technologies. Our existing portfolio of such 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, (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 (iii) a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States. Camber also has an interest in Simson-Maxwell Ltd. (“Simson-Maxwell”), a Canadian corporation, that provides custom energy and power solutions to commercial and industrial clients in North America (see Note 4).
Medical Waste Disposal System Using Ozone Technology:
Viking owns a 51 % interest in Viking Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual property rights to a patented, 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.
Broken Conductor Protection Technologies:
Viking owns a 51 % interest in three entities, Viking Sentinel Technology, LLC (“Viking Sentinel”), Viking Protection Systems, LLC (“Viking Protection”) and Viking Distribution Solutions, LLC (“Viking Distribution”), that own the intellectual property rights to patented and patent pending proprietary electric transmission and 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.
Clean Energy and Carbon-Capture System:
Viking holds an exclusive intellectual property license from ESG Clean Energy, LLC (“ESG”) and Scuderi Group, Inc., to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture. The intellectual property license includes the patents and/or patent applications related to this technology and provides Viking with the right to use the technology at up to 25 sites in the U.S. and an unlimited number of sites in Canada. During 2025, the value of the license was determined to be impaired and was written down to zero in the consolidated financial statements.
The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties.
Note 2. 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 a net loss of $( 1,717,372 ) for the three months ended March 31, 2026, as compared to a net loss of $( 3,191,653 ) for the three months ended March 31, 2025. The loss for the three months ended March 31, 2026, was comprised of, among other things, certain non-cash items, including: (i) amortization of debt discount of ($ 793,381 ), and; (ii) a gain on change in fair value of investment of $ 107,234 .
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At March 31, 2026, the Company had stockholders’ deficit of $ 45,086,094 , long-term debt, net of current, of $ 152,715 and a working capital deficiency of $ 61,216,158 . The largest components of current liabilities creating this working capital deficiency was current portion of long-term debt of $ 45,541,300 , accrued interest of $ 8,474,849 , amounts due to related parties of $ 1,338,330 , and related party accounts payable of $ 2,032,000 .
These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company may be able to continue to develop new opportunities and may be able to obtain additional funds through debt and / or equity financings to facilitate its business strategy; however, there is no assurance of additional funding being available. These condensed consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.
Note 3. Summary of Significant Accounting Policies
Recently issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect adoption of this Update to have a significant impact on its financial statements.
a) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Camber’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
b) Basis of Consolidation
The unaudited condensed consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiary, Viking Energy Group, Inc. (“Viking”), the wholly-owned subsidiary of Viking (Petrodome Energy, LLC), and Viking’s majority interest in Simson-Maxwell from January 1 through March 31, 2025.
Viking holds a 51 % ownership interest in Viking Ozone, Viking Protection, Viking Sentinel and Viking Distribution. These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 6). These entities are variable interest entities in which the Company owns a controlling financial interest; consequently, these entities are also consolidated.
All significant intercompany transactions and balances have been eliminated.
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c) Foreign Currency
Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions have been insignificant.
d) Use of Estimates in the Preparation of Condensed Consolidated Financial Statements
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. Significant areas requiring the use of management estimates relate to the determination of the fair value of the Company’s various series of preferred stock, investment in Simson-Maxwell, impairment of long-lived assets, goodwill, stock-based compensation, asset retirement obligations, and expected tax rates for future income tax recoveries.
e) Financial Instruments
Accounting Standards Codification, “ASC” Topic 820-10, “Fair Value Measurement” requires disclosure of the fair value of financial instruments held by the Company. 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 accrued expenses and other current liabilities, accounts payable, amounts due to related parties 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:
·
Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·
Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
·
Level 3: inputs to the valuation methodology are unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.
At March 31, 2026, the significant inputs to the Company’s investment in Simson-Maxwell was a Level 3 input.
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Assets measured at fair value as of and for the three months ended March 31, 2026 are classified below based on the fair value hierarchy described above:
Description
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3)
Total
Gain/ (loss)
(quarter ended
Mar. 31,
2026)
Financial assets:
Investment in Simson-Maxwell
$ -
$ -
$ 2,931,360
$ 107,234
See Note 4 for the assumptions used in determining the fair value of the investment in Simson-Maxwell.
f) Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less. Accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . The Company’s cash balances may at times exceed the FDIC insured limits.
g) Inventory
Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work-in-process. Work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items.
Inventory consisted of the following at March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Units and work-in-process
$ 686,415
$ 686,415
Parts
177,054
215,034
863,469
901,449
Reserve for obsolescence
-
-
$ 863,469
$ 901,449
h) Intangible Assets
Intangible assets include amounts related to the Company’s patents and intellectual property owned by Viking Ozone, Viking Protection, Viking Sentinel and Viking Distribution.
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. 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.
i) Investment in Unconsolidated Entity
Since the beginning of the fourth quarter of 2025, the Company accounts for its non-controlling interest in Simson-Maxwell at fair value as the Company is not able to exercise significant influence over this investment. 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 condensed consolidated statement of operations. During the second and third quarters of 2025, the Company accounted for this investment under the equity method. See Note 4 for further details regarding the structure of this investment.
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j) Income (loss) per Share
Basic and diluted income (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the year. Diluted earnings per share give effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted earnings per share, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise price of the options and warrants. Purchases of treasury stock reduce the outstanding shares commencing on the date that the stock is purchased. Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.
k) Stock-Based Compensation
The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of the stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.
l) Accounting for Asset Retirement Obligations
Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate oil and gas properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. 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 Company has no oil and gas assets. The asset retirement obligation balance at March 31, 2026 and December 31, 2025 is in respect of 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 at March 31, 2026. The Company understands that decommissioning activity has begun and will retain this obligation pending resolution of the Order.
m) Undistributed Revenues and Royalties
The Company recorded a liability for cash collected from oil and gas sales that is due to royalty and working interest owners. The amounts were distributed in accordance with the working interests of the respective owners. The balance at March 31, 2026 and December 31, 2025 represents the value of payments issued to working interest and royalty owners with respect to the Company’s previously owned oil & gas assets that have not been cashed.
n) Subsequent events
The Company has evaluated all subsequent events from March 31, 2026 through the issuance date of these financial statements (Note 13).
Note 4. Investment in Simson-Maxwell
Viking acquired a controlling interest in Simson Maxwell in 2021 and consolidated Simson Maxwell’s financial statements in the Company’s consolidated financial statements.
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On April 1, 2025, Viking entered into a Share Subscription Agreement (“SSA”) with T&T Power Group Inc. (“T&T”), Remora EQ LP, Simmax Corp., and Simson-Maxwell. The SSA related to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell. Following the closing of the transaction in the SSA, T&T and Viking are the shareholders of Simson-Maxwell. T&T owns 51 % of Simson-Maxwell’s outstanding common shares and Viking owns the remaining 49 %. Viking did not sell or purchase any shares in connection with the transaction. As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber deconsolidated the financial statements of Simson-Maxwell on April 1, 2025 and accounted for its investment in Simson-Maxwell under the equity method through September 30, 2025. Under the equity method, the Company recognized its share of earnings (losses) in Simson Maxwell in its consolidated statement of operations. 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, began accounting for this investment at fair value.
On April 1, 2025, Viking also entered into a shareholders agreement with T&T and Simson-Maxwell which governs the ownership and management of Simson-Maxwell. This agreement contains a call and a put option. Consequently, the fair value of the Company’s investment in Simson Maxwell is calculated to be the present value at the reporting date (using a discount rate of 15%) of the call option included in the shareholder agreement under which T&T has the option to purchase the Company’s remaining shares in Simson-Maxwell at any time within the 36 months following the transaction date for CAD $5.75 million ($4.2 million). If T&T does not exercise its option above, 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) .
The adjustment to the fair value of the investment in Simson-Maxwell at March 31, 2026 was as follows:
Value of investment at December 31, 2025
$ 2,824,126
Change in the fair value of the investment
107,234
Fair value of investment at March 31, 2026
$ 2,931,360
Note 5. Note Receivable from Related Party
On April 1, 2025, Simson-Maxwell issued two unsecured promissory notes totaling CAD $939,403 ($ 656,101 ) to Viking to restructure amounts owed to Viking at the closing date of the Share Subscription Agreement described in Note 1. The promissory notes earn interest at the rate of 20 % per annum and matured on December 1, 2025 and May 31, 2026 , respectively. If the principal of each promissory note was paid in full on or before the respective maturity date, all interest otherwise owing under each promissory note would be waived.
The Company expected the promissory notes to be paid on or before the maturity date and therefore did not accrue interest income on the notes. The first promissory note was paid at maturity on December 1, 2025. The second promissory note was paid prior to its maturity date on February 27, 2026.
Note 6. Intangible Assets - Variable Interest Entities (“VIE’s”)
The Company holds a 51 % interest in four VIE’s – Viking Ozone, Viking Protection, Viking Sentinel and Viking Distribution – which were formed in order to acquire and monetize the patents and intellectual property for the Company’s medical waste disposal and broken conductor protection technologies.
The initial accounting for these acquisitions was as follows:
Viking
Viking
Viking
Viking
Ozone
Sentinel
Protection
Distribution
Total
Purchase price:
Fair value of stock or cash at closing
$ 2,000,000
$ 233,334
$ 4,433,334
$ 100
$ 6,666,768
Fair value of contingent consideration
495,868
-
939,889
-
1,435,757
Total consideration
$ 2,495,868
$ 233,334
$ 5,373,223
$ 100
$ 8,102,525
Purchase price allocation:
Intangible asset
$ 4,916,057
$ 457,518
$ 10,059,765
$ 196
$ 15,433,536
Non-controlling interest
( 2,420,189 )
( 224,184 )
( 4,686,542 )
( 96 )
( 7,331,011 )
Camber ownership interest
$ 2,495,868
$ 233,334
$ 5,373,223
$ 100
$ 8,102,525
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Contingent Consideration
As part of the initial acquisition of Viking Ozone, the Company agreed to issue additional consideration of 3,333,333 common shares upon the sale of 5 units and an additional 1,666,667 shares upon the sale of 10 units .
As part of the initial acquisition of Viking Protection, the Company agreed to issue additional consideration to the seller in either cash or shares of Series H Preferred stock (convertible into common shares at defined conversion prices), at the seller’s option, upon the attainment of certain unit sales volumes of the broken conductor technology, as follows:
Unit Sales
Volume
Additional
Purchase Price
No. of Series H
Preferred Shares
Conversion Price
per Share
No. Underlying
Common Shares
10,000 units
$ 1,000,000
100
$ 0.75
1,333,333
20,000 units
2,000,000
200
1.00
2,000,000
30,000 units
3,000,000
300
1.25
2,400,000
50,000 units
4,000,000
400
1.50
2,666,667
100,000 units
6,000,000
600
2.00
3,000,000
$ 16,000,000
1,600
11,400,000
At March 31, 2026 no additional shares were required to or have been issued.
Note 7. 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. Doris’s. For the three month period ended March 31, 2026 and 2025, the Company paid or accrued $ 150,000 in fees to AGD Advisory Group, Inc. At March 31, 2026 and December 31, 2025, the total amount due to AGD Advisory Group, Inc. was $ 1,695,000 and $ 1,545,000 , respectively, and is included in accounts payable.
At March 31, 2026 and December 31, 2025, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 1,338,330 . 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. McVicar’s. For the three month period ended March 31, 2026 and 2025, the Company paid or accrued $ 90,000 in fees to 1508586 Alberta Ltd. At March 31, 2026 and December 31, 2025, the total amount due to 1508586 Alberta Ltd. was $ 150,000 and $ 105,000 , respectively, and is included in accounts payable.
The Company paid or accrued $ 40,000 in Directors Fees for the three month periods ended March 31, 2026 and 2025. At March 31, 2026 and December 31, 2025, the total amount due to the Directors was $ 187,000 and $ 160,000 , respectively, and is included in accounts payable.
Note 8. Non-controlling Interests
The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel, Viking Protection, Viking Distribution and Simson-Maxwell, in the aggregate, and on the Company’s equity at March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Non-controlling interest – beginning
$ 6,405,516
$ 7,686,763
Deconsolidation of investment in Simson-Maxwell
-
( 363,220 )
Investment in Viking Distribution
-
96
Net loss attributable to non-controlling interest
( 40,456 )
( 918,123 )
Non-controlling interest – ending
$ 6,365,060
$ 6,405,516
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Note 9. Long-Term Debt and Other Short-Term Borrowings
Long-term debt and other short-term borrowings consisted of the following at March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Long-term debt:
Note payable to Discover, pursuant to a Secured Promissory Note dated December 24, 2021 and funded on January 3, 2022 in the original amount of $26,315,789 with interest and principal due at maturity on January 1, 2027. The note bears interest at a rate of 3.25% as of the effective date and is secured by lien on substantially all of the Company’s assets.
$ 26,315,789
$ 26,315,789
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. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to 3.25% as of the amendment date. The note is secured by a lien on substantially all of the Company’s assets.
2,500,000
2,500,000
Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 22, 2020 in the original amount of $12,000,000 with interest and principal due at maturity on January 1, 2027. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to 3.25% as of the amendment date. The note is secured by a lien on substantially all of the Company’s assets.
12,000,000
12,000,000
Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 11, 2020 in the original amount of $6,000,000 with interest and principal due at maturity on January 1, 2027. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to 3.25% as of the amendment date. The note is secured by a lien on substantially all of the Company’s assets.
6,000,000
6,000,000
Loan of $150,000 dated July 1, 2020 from the U.S. Small Business Administration. The loan bears interest at 3.75% and matures on July 28, 2050. The loan is payable in monthly installments of $731 with the remaining principal and accrued interest due at maturity. Installment payments were originally due to start 12 months from the date of the note but the date was extended to January 2023. Accrued interest from the original installment due date to January 2023 was capitalized to the loan principal balance.
155,699
156,428
Convertible promissory note payable to FK Venture, LLC dated April 7, 2025. The note bears interest at a rate of 10% per annum and matures on September 30, 2026. The Company may prepay the note in whole or in part, provided that if prepayment occurs within twelve months of issuance, the Company must pay a minimum of twelve months’ interest. At any time prior to the Maturity Date, the investor may elect to convert the outstanding principal and any accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $0.15 per share.
1,200,000
1,200,000
Total long-term debt
48,171,488
48,172,217
Less current portion
( 48,018,773 )
( 1,202,956 )
Debt discount on current portion of note payable to Discover
2,477,473
-
Current portion, net of debt discount
( 45,541,300 )
( 1,202,956 )
Long-term debt, net of current portion
152,715
46,969,261
Debt discount on note payable to Discover
-
( 3,270,854 )
Total long-term debt, net of current portion and debt discount
$ 152,715
$ 43,698,407
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Principal maturities of long-term debt for the next five years and thereafter are as follows:
At March 31,
Principal
Unamortized
Discount
Net
2027
$ 48,018,773
$ ( 2,477,473 )
$ 45,541,300
2028
3,098
-
3,098
2029
3,216
-
3,216
2030
3,339
-
3,339
2031
3,466
-
3,466
Thereafter
139,596
-
139,596
$ 48,171,488
$ ( 2,477,473 )
$ 45,694,015
Note 10. Equity
(a) Common Stock
The Company is authorized to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share.
(b) Preferred Stock
The Company is authorized to issue 10,000,000 shares of Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”).
(i) Series A Convertible Preferred Stock
In 2023, the Company issued 28,092 shares of new Series A Preferred Stock in exchange for 28,092 outstanding shares of old Series C Preferred Stock of Viking Energy Group Inc. Each share of Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation of 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; (c) on a proposal to wind up Camber; (d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking; (e) during the winding-up of Camber; and/or (f) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.
(ii) Series C Redeemable Convertible Preferred Stock
The Series C Preferred Stock contained an embedded derivative due to the potential conversion into a variable number of shares of common stock. Conversion of the face value of the Series C Preferred Stock was fixed at $ 162.50 per share of common stock. The Stock also included a Conversion Premium which was convertible into shares of common stock based on a variable that was not an input to the fair value of a fixed-for-fixed option as defined in FASB ASC 815-40 and was therefore a derivative liability recorded at fair value.
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The Company determined the redemption value of the face value of the Series C Preferred Stock to be the fair value of the shares of common stock issuable to satisfy the conversion of the face value of the Series C Preferred Stock. The fair value of the Conversion Premium was determined to be the fair value of the shares required to satisfy the Conversion Premium.
At March 31, 2025 there were 30 shares of Series C Preferred Stock outstanding, which were convertible into 1,846 common shares. The Conversion Premium associated with the outstanding shares at that date was estimated to be 26,689,091 common shares. For the three months ended March 31, 2025, the Company recorded an expense of $ 266,891 related to the change in the fair value of the Conversion Premium.
During the second quarter of 2025, the holder converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock and agreed to cancel the remaining 11 outstanding shares of Series C Preferred Stock. Additionally, the holder agreed to waive its entitlement to any further additional shares due from prior conversions. At March 31. 2026 and December 31, 2025, no shares of Series C Preferred Stock were outstanding and the balance of common stock to be issued on true-up of prior Series C Preferred stock conversions was nil.
(iii) Series G Redeemable Convertible Preferred Stock
The Series G Preferred Stock were created in 2021 with a face value of $ 10,000 per share. The Series G Preferred Stock may be converted into shares of common stock at any time at the option of the holder at a price per share of common stock equal to one cent above the closing price of the Company’s common stock on the date of the issuance of such shares of Series G Preferred Stock, or as otherwise specified in the Stock Purchase Agreement. Upon conversion, the Company will pay the holders of the Series G Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise earned if they had been held through the maturity date.
Each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0 % per annum of the Face Value. Dividends will be payable upon any of the following: (a) redemption of shares; (b) conversion of shares; and (c) when, as and if otherwise declared by the board of directors of the Corporation.
In 2022, the Company issued 10,544 shares Series G Preferred Stock for an aggregate price of $ 100,000,000 representing at a 5 % original issue discount. The Purchase Price was paid as follows: $ 5,000,000 in cash and four Promissory Notes each in the amount of $ 23,750,000 and payable 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. The shares may not be converted into shares of common stock unless the related Note is paid in full. The Company may, at its discretion, redeem the 2,636 shares of Series G Preferred Stock associated with each Note for consideration of $ 1,375,000 .
In 2022, the Company paid $ 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.
At March 31, 2026, none of the outstanding notes had been paid in full and the 5,272 shares which remained outstanding were not convertible.
(c) Warrants
The following table represents stock warrant activity at and for the three months ended March 31, 2026 and 2025:
Number
of Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic
Value
Warrants Outstanding – December 31, 2025
2,033,334
$ 0.83
2.01 years
$ -
Granted
-
-
-
-
Exercised
-
-
-
-
Forfeited/expired/cancelled
-
-
-
-
Warrants Outstanding – March 31, 2026
2,033,334
$ 0.83
1.77 years
$ -
Outstanding Exercisable – March 31, 2026
2,033,334
$ 0.83
1.77 years
$ -
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Number
of Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic
Value
Warrants Outstanding – December 31, 2024
2,341,416
$ 0.86
2.55 years
$ -
Granted
-
-
-
-
Exercised
-
-
-
-
Forfeited/expired/cancelled
-
-
-
-
Warrants Outstanding – March 31, 2025
2,341,416
$ 0.86
2.31 years
$ -
Outstanding Exercisable – March 31, 2025
2,341,416
$ 0.86
2.31 years
$ -
Note 11. Commitments and Contingencies
Legal matters
From time-to-time suits and claims against Camber arise in the ordinary course of Camber’s business, including contract disputes and title disputes. Camber records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated.
On June 15, 2022, a Petition for Damages ( Danny Paul Gastal and Ignatius Hoffpauir v. Petrodome Operating, LLC, et. al. ) was filed in The 15th Judicial District Court for the Parish of Acadia in the State of Louisiana against a wholly-owned subsidiary of Petrodome Energy, LLC (“Petrodome”) and two other parties (collectively, the “Defendants”) related to a flowline leak on a salt-water disposal well owned by a third party and operated by Petrodome. The owner of the property where the leak occurred and his tenant farmer (collectively, the “Plaintiffs”) alleged environmental damage as a result of the leak and sought damages for the cost of remediation, loss of use and loss of income. Subsequently, the suit was amended to name the insurers of both Petrodome and the well owner.
Petrodome and the well owner made a “limited admission” of liability for environmental damage under Louisiana Code of Civil Procedure article 1563 and La. R.S. 30:29 and presented a “most feasible plan” to remediate the property to the Louisiana Department of Conservation & Energy (“LDCE”) at a January 6, 2026 public hearing. The LDCE approved the plan which is expected to cost approximately $ 286,000 to implement.
On or about April 24, 2026, the parties reached a settlement agreement pursuant to which the Defendants agreed to pay the Plaintiffs approximately $10.3 million for damages and to fund and implement the LDCE-approved remediation plan and to diligently perform whatever remediation, restoration, clean-ups, investigation(s), evaluation(s), testing, and/or other work, if any, that the LDCE deems necessary in order to obtain the required no further action letter for the limited admission area. The Company believes that the settlement amount will be fully funded by applicable insurance policies maintained by Petrodome and the well owner. The settlement liability and the insurance proceeds receivable have been recorded in the Company’s condensed consolidated financial statements at and for the three months ended March 31, 2026. The settlement of this claim did not have any impact on the Company’s consolidated results of operations or net cash flows.
Note 12. Segmented Information
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.
Note 13. Subsequent Events
On April 17, 2026, Viking Ozone Technology, LLC (“VOT”), a majority-owned subsidiary of Viking, entered into a loan arrangement with an Investor whereby VOT issued the Investor a promissory note in the principal amount of $ 500,000 (the “Note”). The Note bears interest at a fixed rate equal to 10 % of the principal amount and matures on the earlier of (i) April 15, 2027; or (ii) the receipt by the Company of proceeds from the unconditional sale of the Company’s VKIN-300 waste treatment unit identified in the Note.
On May 8, 2026, pursuant to the Unanimous Consent of its Board of Directors, the Company issued a Common Stock Warrant to 1508586 Alberta Ltd. (the “Holder”), an affiliate of the Company’s CFO, entitling the Holder to purchase up to 500,000 shares of common stock of the Company at an exercise price of $0.001 per share at any time between May 8, 2026 and May 8, 2031.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.