Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
On September 11, 2021, the audit committee of the board of directors (the "Audit
Committee") of Camber Energy, Inc. (the "Company"), after discussion with
Company management and its legal advisors, concluded that between August 2016
and April 2021 any sales of the Company's Series C Convertible Preferred Stock
("Preferred Stock") should have been classified in the Company's financial
statements outside of "permanent equity". In April 2021 corrections and/or
amendments to the Certificate of Designation ("COD") of the Preferred Stock were
executed by the Company and the holders of the Preferred Stock to remove terms
that supported classification outside of permanent equity and add terms to
support a classification as permanent equity. The specifics of such corrections
and/or amendments were set out in the Current Report on Form 8K filed by the
Company with the Securities and Exchange Commission on or about April 21, 2021.
As result of the incorrect classification of any applicable sales of Preferred
Stock for the period between August 2016 and April 2021, the financial
statements for the periods between the fiscal year ending March 31, 2017 through
the quarter ending September 30, 2020 (the "Impacted Filings") should no longer
be relied on. Similarly, any previously furnished or filed reports, related
earnings releases, investor presentations or similar communications of the
Company describing the Company's financial results for the Impacted Filings
should no longer be relied upon.
The Company intends to file restated financial statements for the years ended
March 31, 2019 and March 31, 2020 on Form 10-K/A and to file restated financial
statements for the quarterly periods ended June 30, 2020 and September 30, 2020
on Form 10-Q/A, in each case to reflect the classification of the Preferred
Stock outside of permanent equity.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Item 4.02 with the Company's independent registered public
accounting firm, Marcum LLP.
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