Viking Global Technologies, Inc 10-Q/A for FY2020 Q2

Viking Global Technologies, Inc. (VGTK)

10-Q/A 2022-06-08 For: 2020-06-30

Added on April 06, 2026

About this 10-Q/A

Viking Global Technologies, Inc filed this 10-Q/A on June 8, 2022, covering the quarter ended June 30, 2020 (FY2020 Q2).

Headline figures

Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $33.69K; down 72.2% from $121.35K a year earlier
Net loss: $13.63M; compared with a net loss of $3.45M a year earlier

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Nevada		20-2660243
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	CEI	NYSE American

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth	☐

PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	4

	CONSOLIDATED BALANCE SHEETS (UNAUDITED)	4
	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)	5
	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	7
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60

ITEM 4.	CONTROLS AND PROCEDURES	60

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	61

ITEM 1A.	RISK FACTORS	61

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	67

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	68

ITEM 4.	MINE SAFETY DISCLOSURES	68

ITEM 5.	OTHER INFORMATION	68

ITEM 6.	EXHIBITS	68

	June 30, 2020			March 31, 2020
ASSETS
Current Assets
Cash	$	1,705,374		$	656,615
Accounts Receivable, Net of Allowance		279,904			255,363
Other Current Assets		247,973			220,682
Total Current Assets		2,233,251			1,132,660

Property and Equipment
Oil and Gas Properties - Subject to Amortization		50,443,883			50,443,883
Oil and Gas Properties - Not Subject to Amortization		28,016,989			28,016,989
Other Property and Equipment		1,570			1,570
Total Property and Equipment		78,462,442			78,462,442
Accumulated Depletion, Depreciation, Amortization and Impairment		(78,354,120	)		(78,351,825	)
Total Property and Equipment, Net		108,322			110,617
Equity Method Investment – Elysium Energy, LLC		—			957,169
Notes Receivable		11,413,533			7,339,719
Other Assets		155,053			155,053
Total Assets	$	13,910,159		$	9,695,218
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	1,439,641		$	1,474,221
Common Stock Payable		—			173,000
Accrued Expenses		192,613			348,460
Current Asset Retirement Obligation		52,402			30,227
Current Income Taxes Payable		3,000			3,000
Derivative Liability		86,567,042			77,636,666
Total Current Liabilities		88,254,698			79,665,574

Asset Retirement Obligation		19,348			41,523
Total Liabilities		88,274,046			79,707,097

Commitments and Contingencies (see Note 10)
Temporary Equity
Preferred Stock Series C, 2,951 and 2,819 Issued and Outstanding Respectively, Liquidation Preference of $101,706,215 and $97,156,835, respectively		10,805,200			9,801,446

Stockholders’ Deficit
Preferred Stock Series A, 2,000 Shares Authorized of $0.001 Par Value, -0- Shares issued and Outstanding		—			—
Preferred Stock Series B, 600,000 Shares Authorized of $0.001 Par Value, 0 and 0 Shares issued and Outstanding, respectively		—			—
Common Stock, 25,000,000 shares Authorized of $0.001 Par Value, 13,160,530 and 5,000,000 Shares Issued and Outstanding, respectively		13,161			5,000
Additional Paid-in Capital		188,053,372			179,783,233
Accumulated Deficit		(273,235,620	)		(259,601,558	)
Total Stockholders’ Deficit		(85,169,087	)		(79,813,325	)
Total Liabilities and Stockholders’ Deficit	$	13,910,159		$	9,695,218

	Three Months Ended
	June 30,
	2020			2019
Operating Revenues
Crude Oil	$	21,789		$	93,699
Natural Gas		4,164			7,204
Natural Gas Liquids		7,736			20,448
Total Revenues		33,689			121,351

Operating Expenses
Lease Operating Expenses		69,291			123,557
Severance and Property Taxes		1,349			2,574
Depreciation, Depletion, Amortization, and Accretion		2,295			4,242
General and Administrative		686,663			1,331,991
Total Operating Expenses		759,598			1,462,364

Operating Loss		(725,909	)		(1,341,013	)

Other Expense (Income)
Interest Expense		—			847
Loss from Equity Method Investment		1,083,355			—
Other Expense (Income), Net		(214,632	)		(54,262	)
Loss on Derivative liability		12,039,430			2,163,891
Total Other Expenses (Income)		12,908,153			2,110,476

Net Loss	$	(13,634,062	)	$	(3,451,489	)

Less Preferred Dividends		2,217,671			-

Net loss attributable to common shareholders
		(15,581,733	)		(3,451,489	)

Net Loss Per Common Share
Basic and Diluted	$	(2.11	)	$	(224.88	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted		7,527,903			15,348

	Series C Preferred Stock						Series E Preferred Stock				Series F Preferred Stock				Series B Preferred Stock						Common Stock
	Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Number of Shares			Amount			Number of Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit

Balances, March 31, 2019 (as restated)		2,305		$	2,710,681			—	$	—		—	$	—		44,000		$	44			13,441	$	13	$	174,804,234		$	(231,643,389	)	$	(56,839,098	)
Common Shares issued for:
Conversion of Series B Preferred Stock		—			—			—		—		—		—		(44,000	)		(44	)		—		—		44			—			—
Payment of Series B Dividend		—			—			—		—		—		—		—			—			—		—					—			—
Conversion of Debenture - Abeyance		—			—			—		—		—		—		—			—			25,008		25		(25	)		—			—
Payment for Consulting Fees		—			—			—		—		—		—		—			—			600		1		303,339			—			303,340
True up Shares		—			—			—		—		—		—		—			—			4		—		—			—			—
Series C Fair Value Adjustment		—			(1,637,614	)		—		—		—		—		—			—			—		—		1,637,614			—			1,637,614
Net Loss		—			—			—		—		—		—		—			—			—		—		—			(3,451,489	)		(3,451,489	)
Balances, June 30, 2019		2,305		$	1,073,067			—	$	—		—	$	—		—		$	—			39,053	$	39	$	176,745,206		$	(235,094,878	)	$	(58,349,633	)

Balances, March 31, 2020 (as restated)		2,819		$	9,801,446			—	$	—		—	$	—		—		$	-			5,000,000	$	5,000	$	179,783,233		$	(259,601,558	)	$	(79,813,325	)
Common Shares issued for:
Conversion of Series C Preferred Stock		(498	)		(1,213,917	)		—		—		—		—		—			—			8,059,016		8,059		10,314,912			—			10,322,971
Payment of Consulting Fees		—			—			—		—		—		—		—			—			101,514		102		172,898			—			173,000
Issuance of Series C Preferred Stock /Deemed dividend		630			2,217,671			—		—		—		—		—			—			—		—		(2,217,671	)		—

Net Loss		—			—			—		—		—		—		—			—			—		—		—			(13,634,062	)		(13,634,062	)
Balances, June 30, 2020		2,951		$	10,805,200			—	$	—		—	$	—		—		$	—			13,160,530	$	13,161	$	188,053,372		$	(273,235,620	)	$	(85,169,087	)

	Three Months Ended June 30,
	2020			2019
Cash Flows from Operating Activities
Net Loss	$	(13,634,062	)	$	(3,451,489	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, Depletion, Amortization and Accretion		2,295			4,242
Bad debt Expense		—			17,694
Share-Based Compensation		—			27,690
Loss from Equity Method Investment		1,083,355			—
Change in Fair Value of Derivative Liability		12,039,430			2,163,886
Changes in Components of Working Capital and Other Assets:
Accounts Receivable		(24,541	)		(12,995	)
Other Current Assets		(27,291	)		117,073
Accounts Payable and Accrued Expenses		(190,427	)		(165,007	)
Net Cash Used in Operating Activities		(751,241	)		(1,298,906	)

Investing Cash Flows
Cash Paid for Issuance of Notes Receivable		(4,200,000	)		—
Cash Paid for Deposits		—			(75,000	)
Net Cash Used in Investing Activities		(4,200,000	)		(75,000	)

Financing Cash Flows
Proceeds from Issuance of Series C Preferred Stock		6,000,000			—
Net Cash Provided by Financing Activities		6,000,000			—

Increase (Decrease) in Cash		1,048,759			(1,373,906	)
Cash at Beginning of the Period		656,615			7,778,723
Cash at End of the Period	$	1,705,374		$	6,404,817

	As Previously
	Restated (First Amendment)			Adjustments			As Restated

TOTAL ASSETS		13,910,159			-			13,910,159

LIABILITIES AND EQUITY

Current liabilities
Accounts payable		1,439,641						1,439,641

Accrued expenses		192,613						192,613
Derivative liability – Series C		14,370,827			72,196,215			86,567,042
Current ARO		52,402						52,402
Current income taxes payable		3,000						3,000
Total current liabilities		16,058,483			72,196,215			88,254,698

Asset retirement obligations		19,348						19,348
TOTAL LIABILITIES		16,077,831			72,196,215			88,274,046

TEMPORARY EQUITY
Preferred Stock Series C		40,080,571			(29,275,371	)		10,805,200

STOCKHOLDERS DEFICIT
Preferred Stock Series A		-						-
Preferred Stock Series B		-						-

Common Stock		13,161						13,161
Additional paid in capital		155,298,998			32,754,374			188,053,372

Accumulated Deficit		(197,560,402	)		(75,675,218	)		(273,235,620	)

Total Stockholders’ Deficit		(42,248,243	)		(42,920,844	)		(85,169,087	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		13,910,159						13,910,159

Three Months Ended June 30, 2020	As reported			Adjustments			Restated

Total Revenues		33,689						33,689

Operating Expenses
Lease Operating Expenses		69,291						69,291
Severance and Property Taxes		1,349						1,349
Depreciation, Depletion, Amortization, and Accretion		2,295						2,295
General and Administrative		686,663						686,663
Total Operating Expenses		759,598						759,598
Operating Loss		(725,909	)					(725,909	)

Other Expense (Income)
Interest Expense		—						—
Loss from Unconsolidated Entity		1,083,355						1,083,355
Other Expense (Income), Net		(214,632	)					(214,632	)
Loss on Derivative Liability		5,700,996			6,338,434			12,039,430
Total Other Expenses		6,569,719			6,338,434			12,908,153

Net Loss	$	(7,295,628	)	$	(6,338,434	)	$	(13,634,062	)
Less Preferred Dividends		1,680,756			536,915			2,217,671
Net Loss Attributable to Common Shareholders		(8,976,384	)		(6,875,349	)		(15,851,733	)

Net Loss Per Common Share
Basic and Diluted		(1,19	)		(.91	)		(2.11	)

Three Months Ended June 30, 2019	As reported			Adjustments			Restated

Total Revenues		121,351						121,351

Operating Expenses
Lease Operating Expenses		123,557						123,557
Severance and Property Taxes		2,574						2,574
Depreciation, Depletion, Amortization, and Accretion		4,242						4,242
General and Administrative		1,331,991						1,331,991
Total Operating Expenses		1,462,364						1,462,364
Operating Loss		(1,341,013	)					(1,341,013	)

Other Expense (Income)
Interest Expense		847						847
Loss from Unconsolidated Entity		—						—
Other Expense (Income), Net		(54,262						(54,262
Loss on Derivative Liability		2,163,891			--			2,163,891
Total Other Expenses (Income)		(2,110,476	)		-			2,110,476

Net Loss	$	(3,451,489	)	$	-		$	(3,451,489	)
Less Preferred Dividends		1,453,718			(1,453,718	)		-
Net Loss Attributable to Common Shareholders		(4,905,207	)		(1,453,718	)		(3,451,489	)

Net Loss Per Common Share
Basic and Diluted		(319.60	)		(94,72	)		(224.88	)

	As previously restated (First Amendment)			Adjustments			As Restated

Balances June 30, 2020
Series C preferred Stock	$	40,080,571		$	(29,275,371	)	$	10,805,200

Common stock		13,161						13,161
Additional Paid-in Capital		155,298,998			32,754,374			188,053,372
Accumulated Deficit		(197,560,402	)		(75,675,218	)		(273,235,620	)
Total Stockholders’ Equity, June 30, 2020	$	(42,248,243	)	$	(42,920,844	)	$	(85,169,087	)

Three Months Ended June 30, 2020	As previously reported			Adjustments			Restated
Cash Flows from Operating Activities
Net Loss	$	(7,295,628	)		(6,338,434	)	$	(13,634,062	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, Depletion, Amortization and Accretion		2,295						2,295
Bad debt Expense		—						—
Share-Based Compensation		—						—
Loss from Equity Method Investment		1,083,355						1,083,355
Change in Fair Value of Derivative Liability		5,700,996			6,338,434			12,039,430
Changes in Components of Working Capital and Other Assets:
Accounts Receivable		(24,541	)					(24,541	)
Other Current Assets		(27,291	)					(27,291	)
Accounts Payable and Accrued Expenses		(190,427	)					(190,427	)
Net Cash Used in Operating Activities		(751,241	)		--			(751,241	)

Investing Cash Flows
Cash Paid for Issuance of Notes Receivable		(4,200,000	)					(4,200,000	)
Cash Paid for Deposits		—						—
Net Cash Used in Investing Activities		(4,200,000	)					(4,200,000	)

Financing Cash Flows
Proceeds from Issuance of Series C Preferred Stock		6,000,000						6,000,000
Net Cash Provided by Financing Activities		6,000,000						6,000,000

Increase (Decrease) in Cash		1,048,759						1,048,759
Cash at Beginning of the Period		656,615						656,615
Cash at End of the Period	$	1,705,374					$	1,705,374

	June 30, 2020			March 31, 2020
Oil and gas properties subject to amortization	$	50,352,033		$	50,352,033
Oil and gas properties not subject to amortization		28,016,989			28,016,989
Capitalized asset retirement costs		91,850			91,850
Total oil & natural gas properties		78,460,872			78,460,872
Accumulated depreciation, depletion, and impairment		(78,352,769	)		(78,350,605	)
Net Capitalized Costs	$	108,103		$	110,267

Reason for Termination	Percentage of Elysium Retained by Camber
Termination of the Merger Agreement by mutual agreement of the parties because the conditions to closing the Merger relating to receipt of exchange listing and regulatory approvals and the Registration Statement on Form S-4, being declared effective, have a reasonable likelihood of not being satisfied through no fault of Camber or Viking		20	%*
Termination of the Merger Agreement due to either (i) Camber’s determination not to proceed with the Merger even though Viking has substantially performed its obligations pursuant to the Merger Agreement, or (ii) a matter raised in Camber’s Merger Agreement disclosure schedule which was (A) not disclosed by Camber in its Securities and Exchange Commission (SEC) reports, (B) could reasonably result in a material adverse effect on Camber in excess of $500,000, and (c) which Viking objected to within 5 business days of disclosure by Camber to Viking		25	%*
Termination of the Merger Agreement due to a material breach of the Merger Agreement by Camber or its disclosure schedules		0	%*
In the event the Secured Notes (defined below) are not repaid within 90 days of the date of termination and the Additional Payment (defined below) is not made		30	%

	2020			2019
Carrying amount at beginning of period	$	957,169		$	—
Investment in Elysium		—			—
Equity change in net loss of unconsolidated entity applied to Long-Term Notes Receivable		126,186			—
Proportionate Share of Elysium Loss		(1,083,355	)		—
Carrying amount at end of period	$	—		$	—

	June 30, 2020			March 31, 2020
Notes receivable from Viking Energy Group, Inc. pursuant to 10.5% Secured Promissory Notes dated February 3, 2020 ($5,000,000) and June 25, 2020 ($4,200,000) in the original principal amount of $9,200,000, having an annual interest rate of 10.5%, with interest due quarterly beginning on May 1, 2020, maturing February 3, 2022. Accrued and unpaid interest of $89,466 and $83,425 is included in accounts receivable at June 30, 2020 and March 31, 2020, respectively. The Note is secured by secured interests in six Viking Energy Group, Inc. subsidiaries. See also “Note 6 – Plan of Merger and Investment In Unconsolidated Entity”.	$	9,200,000		$	5,000,000
Note receivable from Lineal Star Holdings, LLC pursuant to a Promissory Note dated effective December 31, 2019, in the original principal amount of $1,539,719, accruing annual interest of 10.5%, due quarterly beginning on March 31, 2020, maturing December 31, 2021, with accrued and unpaid interest of $38,388 and $37,966 included in accounts receivable at June 30, 2020 and March 31, 2020, respectively. See also “Note 1 – General” and “Note 12 – Lineal Merger Agreement and Divestiture”.		1,539,719			1,539,719
Note receivable from Lineal Star Holdings, LLC pursuant to a Promissory Note No. 2 dated effective December 31, 2019, in the original principal amount of $800,000, accruing annual interest of 8%, due quarterly beginning on March 31, 2020, maturing December 31, 2021, with accrued and unpaid interest of $15,956 and $15,781 included in accounts receivable at June 30, 2020 and March 31, 2020, respectively. See also “Note 1 – General” and “Note 12 – Lineal Merger Agreement and Divestiture”.		800,000			800,000
Equity loss of unconsolidated entity applied to notes receivable. See also “Note 6– Plan of Merger and Investment In Unconsolidated Entity”		(126,186	)		—
Less: current maturities		—			—
Total	$	11,413,533		$	7,339,719

Three months ended June 30,	2020			2019
Carrying amount at beginning of period	$	77,636,666		$	60,303,474
Change in fair value		12,039,430			2,163,891
Settlement of Obligation (issuance of common shares)		(3,109,054	)		-
Carrying amount at end of period	$	86,567,042		$	62,467,365

	2020		2019
Oil sales	$	21,789	$	93,699
Natural gas sales		4,164		7,204
Natural gas liquids sales		7,736		20,448
Total oil and gas revenue from customers	$	33,689	$	121,351

	June 30, 2020		March 31, 2020
Estimated number of shares issuable for conversion at $3.25 per share		9,080,000		8,673,846
Estimated number of common shares required to satisfy Conversion Premium using VWAP at period end		77,465,804		129,932,618
		86,545,804		138,606,464

Warrants			Exercise		Expiration	Intrinsic Value at
Outstanding			Price ($)		Date	June 30, 2020
	1	⁽¹⁾		1,171,875.00	April 26, 2021	$	—
	3	⁽²⁾		195,312.50	September 12, 2022		—
	32	⁽³⁾		12,187.50	May 24, 2023		—
	36					$	—

Exercise		Remaining		Options		Options
Price ($)		Life (Yrs.)		Outstanding		Exercisable
	40,429,700		0.25		2		2
		Total			2		2

	Three Months Ended
	June 30, (as restated)
	2020			2019
Numerator:
Net loss	$	(13,634,062	)	$	(3,451,489	)
Less preferred dividends		2,217,671			--
Net loss attributable to common stockholders	$	(15,851,733	)	$	(3,451,489	)

Denominator
Weighted average share – basic		7,527,903			15,348

Dilutive effect of common stock equivalents
Options/warrants		—			—
Preferred C shares		—			—

Denominator
Total Weighted average shares – diluted		7,527,903			15,348
Income (loss) per share – basic
Continuing operations	$	(2.11	)	$	(224.88	)
Income (loss) per share – diluted
Continuing Operations	$	(2.11	)	$	(224.88	)

	2020		2019
Common Shares Issuable for:
Convertible Debt		276		276
Options and Warrants		38		38
Series C Preferred Shares⁽¹⁾		82,602,418		7,295,638
Total		82,602,732		7,295,972

	June 30, 2020
	Total		Level 1		Level 2		Level 3
Liabilities:
Derivative liability	$	86,567,042	$	—	$	—	$	86,567,042
Total liabilities at fair value	$	86,567,042	$	—	$	—	$	86,567,042

Antilles Family Office - Est. Common Share Calc.
Conversion Price for Preferred Stock		3.25
Camber Common Share Price		0.4503
Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)	$	0.2828
Series C Pref Shares		1,175
Face value per share	$	10,000
Total value	$	11,750,000
Annual Conversion Premium		4,106,625
Total conversion Premium (7 years guaranteed)	$	28,746,375
Underlying common shares for Face Value Portion		3,315,385
Underlying common shares for Conversion Premium		101,649,134
Total Potential Shares		104,394,519
Less: Converted
Balance		104,394,519

	(i)	the Maturity Date of each of the Promissory Notes was extended from January 1, 2024 to January 1, 2027;

	(ii)	the conversion price was increased from $1.25 to $1.50 per share of common stock; and

	(iii)	the interest rate was decreased from 10% per annum to the WSJ Prime Rate.

	●	the availability of funding and the terms of such funding;

	●	our ability to integrate and realize the benefits from future acquisitions that we may complete, including our pending Merger with Viking Energy Group, Inc. (“Viking”) and the costs of such integrations;

	●	our ability to timely close the Viking Merger on the terms disclosed and closing conditions associated therewith;

	●	significant dilution caused by the conversion of Series C Preferred Stock into common stock, as well as downward pressure on our stock price as a result of the sale of such shares;

	●	our growth strategies;

	●	the impact of operational hazards;

	●	the outcome of competitive bids;

	Three Months Ended June 30,				Increase			% Increase
	2020		2019		(Decrease)			(Decrease)
Sale Volumes:
Crude Oil (Bbls)		1,192		1,561		(369	)		(24	)%
Natural Gas (Mcf)		3,671		4,350		(679	)		(16	)%
NGL (Gallons)		37,915		46,899		(8,984	)		(19	)%
Total (Boe)⁽¹⁾		2,707		3,402		(695	)		(20	)%

Crude Oil (Bbls per day)		13		17		(4	)		(24	)%
Natural Gas (Mcf per day)		40		48		(8	)		(16	)%
NGL (Gallons per day)		417		515		(98	)		(19	)%
Total (Boe per day)⁽¹⁾		29		37		(8	)		(20	)%

Average Sale Price:
Crude Oil ($/Bbl)	$	18.28	$	60.02	$	(41.74	)		(70	)%
Natural Gas ($/Mcf)	$	1.13	$	1.66	$	(0.53	)		(32	)%
NGL ($/Bbl)	$	8.57	$	18.31	$	(9.74	)		(53	)%

Net Operating Revenues:
Crude Oil	$	21,789	$	93,699	$	(71,910	)		(77	)%
Natural Gas		4,164		7,204		(3,040	)		(42	)%
NGL		7,736		20,448		(12,712	)		(62	)%
Total Oil and Gas Revenues	$	33,689	$	121,351	$	(87,662	)		(72	)%

	Three Months Ended June 30, (Restated)						Increase			% Increase
	2020			2019			(Decrease)			(Decrease)
Direct lease operating expense	$	57,549		$	98,935		$	(41,386	)		(42	)%
Other		11,742			24,622			(12,880	)		(52	)%
Lease Operating Expenses	$	69,291		$	123,557		$	(54,266	)		(44	)%

Severance and Property Taxes	$	1,349		$	2,574		$	(1,225	)		(48	)%
Depreciation, Depletion, Amortization and Accretion		2,295			4,242			(1,947	)		(46	)%
General and Administrative (“G&A”)		686,663			1,304,301			(617,638	)		(47	)%
Share-Based Compensation		—			27,690			(27,690	)		(100	)%
Total G & A Expense		686,663			1,331,991			(645,328	)		(48	)%

Interest Expense	$	—		$	847		$	(847	)		(100	)%
Equity in Loss of Unconsolidated Entity	$	1,083,355		$	—		$	1,083,355			100	%
Loss on Derivative Liability		12,039,430			2,163,891			9,875,540			456	%
Other Expense (Income), Net	$	(214,632	)	$	(54,262	)	$	(160,370	)		296	%

	Year Ended June 30,
	2020			2019
Cash flows used in operating activities	$	(751,241	)	$	(1,298,906	)
Cash flows used in investing activities		(4,200,000	)		(75,000	)
Cash flows provided by financing activities		6,000,000			—
Net (decrease) increase in cash	$	1,048,759		$	(1,373,906	)

	·	we will not realize the benefits expected from the Merger, including a potentially enhanced competitive and financial position, expansion of assets and therefore opportunities, and will instead be subject to all the risks we currently face as an independent company;

	·	we may experience negative reactions from the financial markets and our partners and employees;

	·	under the Merger Agreement, we may be required to transfer back to Viking the 30% interest in Elysium which we have acquired to date, and will be required to redeem 630 shares of Series C Preferred Stock held by Discover at a price of $6,930,000 if the Merger is terminated. If such termination fee is payable, the payment of this fee could have material and adverse consequences to our financial condition and operations. Furthermore, although Viking has agreed to pay us a break-up fee in the event the Merger is terminated, which will allow us to redeem the 630 shares of Series C Preferred Stock required to be redeemed from Discover, Viking may be unable to pay such amount when due;

	·	the merger agreement places certain restrictions on the conduct of our business prior to the completion of the merger or the termination of the Merger Agreement. Such restrictions, the waiver of which is subject to the consent of Viking, may prevent us from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger; and

	·	matters relating to the Merger (including integration planning) may require substantial commitments of time and resources by our management, which would otherwise have been devoted to other opportunities that may have been beneficial to Camber as an independent company.

$0.05 Discount to Percentage Discounted VWAP							$0.10 Discount to Percentage Discounted VWAP
Percentage Discounted VWAP		Conversion Price*		Percentage of Discount ($0.05) Compared to Percentage Discounted VWAP			Percentage Discounted VWAP		Conversion Price*		Percentage of Discount ($0.10) Compared to Percentage Discounted VWAP
$	2.00	$	1.95		2.5	%	$	2.00	$	1.90		5.0	%
$	1.75	$	1.70		2.9	%	$	1.75	$	1.65		5.7	%
$	1.50	$	1.45		3.3	%	$	1.50	$	1.40		6.7	%
$	1.25	$	1.20		4.0	%	$	1.25	$	1.15		8.0	%
$	1.00	$	0.95		5.0	%	$	1.00	$	0.90		10.0	%
$	0.75	$	0.70		6.7	%	$	0.75	$	0.65		13.3	%
$	0.50	$	0.45		10.0	%	$	0.50	$	0.40		20.0	%
$	0.25	$	0.20		20.0	%	$	0.25	$	0.15		40.0	%
$	0.10	$	0.05		50.0	%	$	0.10	$	0.001		99.0	%
$	0.05	$	0.001		98.0	%	$	0.05	$	0.001		98.0	%