Camber is an independent oil and natural gas company that acquires, develops, and sells crude oil, natural gas, and natural gas liquids. The Company’s common stock trades on the NYSE American (“NYSE”) under the ticker symbol “CEI”. In December 2020, Camber acquired a controlling interest in Viking Energy Group, Inc. (“Viking”), a purported independent exploration and production company. Then, in February 2021, Camber executed a definitive merger agreement with Viking to effect the full combination of the two entities (the “Merger”). Throughout 2021, Camber has failed to timely file required financial statements with the U.S. Securities and Exchange Commission (“SEC”). As a result, financial reporting services such as Yahoo! Finance and Bloomberg were forced to rely on infrequent and outdated updates in SEC filings to estimate the Company’s shares of common stock issued and outstanding. For example, before a recent update by the Company on October 6, 2021, the widely-reported estimate of the Company’s shares of common stock issued and outstanding amounted to 104.2 million, which itself was based on a filing the Company made with the SEC on July 12, 2021. When the Company provided an update on October 6, 2021, it reported 249.6 million shares of stock issued and outstanding, a significantly higher figure. The complaint alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Camber overstated the financial and business prospects of Viking as well as the combined company post-Merger; (ii) Camber failed to apprise investors of, and/or downplayed, the fact that its acquisition of a controlling interest in Viking would exacerbate the Company’s delinquent financial statements and listing obligations with the NYSE; (iii) an institutional investor was diluting Camber’s shares at a significant rate following the Company’s July 12, 2021 update regarding the number of its shares of common stock issued and outstanding; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times. On May 24, 2021, Viking filed a quarterly report on Form 10-Q with the SEC, reporting the Company’s financial and operating results for the quarter ended March 31, 2021. That quarterly report disclosed, among other results, first-quarter earnings per share (“EPS”) of -$0.13 under generally accepted accounting principles (“GAAP”), compared to GAAP EPS of $1.39 in the same quarter the year prior, representing a 109.35% decrease year-over-year (“Y/Y”), and first-quarter revenue of $10.49 million, compared to revenue of $11.79 million in the same quarter the year prior, representing an 11% decrease Y/Y. Later that day, Camber issued a press release disclosing that, on May 21, 2021, the NYSE had notified the Company that it was not in compliance with the NYSE’s continued listing standards because of, inter alia, “issues that have arisen in connection with . . . finalizing the determination of the fair values of both assets and liabilities associated with the Company’s acquisition of a controlling interest in Viking . . . in December of 2020[.]” Following Viking’s reported first-quarter 2021 results, Camber’s stock price fell $0.02 per share, or 3.17%, to close at $0.61 per share on May 24, 2021. Camber’s stock price continued to decline by an additional $0.04 per share, or 6.56%, to close at $0.57 per share the following day as the market continued to digest Viking’s first quarter 2021 results, as well as Camber’s non-compliance notice from the NYSE. Then, on August 16, 2021, Viking filed a quarterly report on Form 10-Q with the SEC, reporting its financial and operating results for the quarter ended June 30, 2021. That quarterly report disclosed, among other results, a net loss of $9.85 million for the quarter, and that, “[a]s of June 30, 2021, [Viking] has a stockholders’ deficit of $15,054,324 and total long-term debt of $95,961,611.” On this news, Camber’s stock price fell $0.03 per share, or 6.98%, to close at $0.57 per share on May 25, 2021. Finally, on October 5, 2021, Kerrisdale Capital released a report alleging, among other issues revealed in earlier disclosures, that the “market is badly mistaken about Camber’s share count and ignorant of [Camber’s] terrifying capital structure,” estimating the Company’s “fully diluted share count is roughly triple the widely reported number.” On this news, Camber’s stock price fell $1.56 per share, or 50.49%, to close at $1.53 per share on October 5, 2021.
The alleged class includes : All persons and entities other than Defendants that purchased or otherwise acquired Camber securities between February 18, 2021 and October 4, 2021, both dates inclusive.
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