Camber Energy Inc.

11/12/2025 | Press release | Distributed by Public on 11/12/2025 16:01

Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In preparing the management's discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 or the Reform Act. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital and the terms thereof; adverse changes in government regulations or polices; and other factors referenced in this Form 10-Q.

The use in this Form 10-Q of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company's estimates and assumptions only as of the date of this Report. Except for the Company's ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company's forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

PLAN OF OPERATIONS

Company Overview

Camber is a growth-oriented diversified energy company. Through our 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.

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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 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 (the "SSA") with T&T Power Group Inc. ("T&T"), Remora EQ LP ("Remora"), Simmax Corp. ("Simmax"), 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 (the "Subscription Shares") for an aggregate subscription price of approximately CAD $2.28 million; (ii) purchase 903 Class A Common Shares from Remora (the "Remora Shares") for an agreed purchase price; and (iii) purchase 681 Class A Common Shares from Simmax (the "Simmax Shares") 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 (collectively, the "Simson Share Transactions"), 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 under the equity method of accounting.

Viking also entered into a Unanimous Shareholders Agreement (the "USA") 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).

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Clean Energy and Carbon-Capture 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:

No.

Reference No.

Details

Status

Directed To

5874.001A

U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: "Bottoming Cycle Power System."

Issued

Systems for generating bottoming cycle power and producing distilled water

5874.001AEP

European Patent No.: EP3728891, Issue Date: April 12, 2023; Validated in the United Kingdom, France and Germany; European Patent Application No.: EP18870699.8, International File date: October 24, 2018, PCT Publication No.: WO2019084208, European Publication No.: EP3728801A1; Titled: "Bottoming Cycle Power System."

Issued

Systems for generating bottoming cycle power and producing distilled water

5874.004

U.S. Patent No.: 11286832, Issue Date: March 29, 2022; U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: "Bottoming Cycle Power System."

Issued

Systems for generating bottoming cycle power and capturing carbon dioxide

5874.004A

U.S. Patent No.: 11415052, Issue Date: August 16, 2022; U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: "Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide."

Issued

Systems and Methods for generating bottoming cycle power and capturing carbon dioxide

5874.004B

US Patent No.: 11624307, Issue Date: April 11, 2023; U.S. Patent Application No.: 17/580,777, File date: January 21, 2022, Titled: "Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide."

Issued

Systems and Methods for generating bottoming cycle power and capturing carbon dioxide

5874.004WO

PCT International Patent Application No.: PCT/US2022/022827, File date: March 31, 2022, Titled: "Bottoming Cycle Power Systems."

Pending

Systems and Methods for generating bottoming cycle power and capturing carbon dioxide

5874.004AWO

PCT International Patent Application No.: PCT/US2022/076635, File date: September 19, 2022, Titled: "Systems And Methods Associated With Bottoming Cycle Power Systems For Generating Power And Capturing Carbon Dioxide; Published on October 13, 2022 with Publication No.: WO 2022/216519

Pending

Systems and Methods for generating bottoming cycle power and capturing carbon dioxide

5874.005

U.S. Patent No.: 11,339,712, Issue Date: May 24, 2022; U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: "Bottoming Cycle Power System."

Issued

Systems for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water

5874.005A

U.S. Patent No.: 11,346,256, Issue Date: May 31, 2022; U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: "Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products."

Issued

Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF)

5874.005B

U.S. Patent Application No.: 17/661,382, File date: April 29, 2022, Titled: "Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products."

Issued

Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF).

5874.005AWO

PCT International Patent Application No.: PCT/US2022/034298, File date: June 21, 2022, Titled: "Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products."; Published on December 29, 2022 with Publication No.: WO 2022/271667

Pending

Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF).

5874.006

U.S. Patent No.: 11639677, Issue Date: May 2, 2023; U.S. Patent Application No.: 17/934,279, File date: September 22, 2022, Titled: "System And Method For Capturing Carbon Dioxide From A Flow Of Exhaust Gas From A Combustion Process."

Issued

Systems and Methods of Capturing Carbon Dioxide Utilizing The Exhaust Gas From An Internal Combustion Engine

5874.007A

U.S. Non-Provisional Patent Application No.: 18/312930, Filing date: May 5, 2023; Converted to a non-provisional from provisional case no: 5874.007P1; U.S. Provisional Patent Application No.: 63/371546, File date: August 16, 2022, Titled: "Absorption Chiller System With A Transport Membrane Heat Exchanger."

Pending

Systems and Methods for removing water from air or exhaust gas using an absorption chiller system having a transport membrane heat exchanger as an evaporator

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The ESG Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an "exhaust-gas-to-exhaust-gas heat exchanger" that efficiently cools - and then reheats - exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. 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.

On August 13, 2025, Viking, ESG and Scuderi signed an Amendment to Exclusive Intellectual Property License Agreement 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.

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. 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:

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 #

Description

Application Filed

Notice of Allowance Received

Patent Issued

U.S. No. 17/672,422

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

Yes

Yes

Yes

U.S. No. 17/693,504

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

Yes

Yes

Yes

U.S. No. 17/821,651

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

Yes

Yes

Yes

U.S. No. 18/227,670

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

Yes

Yes

Yes

U.S. No. 17/300,485

End of Line Protection with Trip-Signal Engaging

Yes

Yes

Yes

U.S. No. 17/628,545

End of Line Protection with Blocking

Yes

Yes

Yes

International Application No. PCT/US2024/010627

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

Yes

US No. 18/064,152

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

Yes

Yes

Yes

PCT INT'L Application PCT/US23/83181

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

Yes

US No. 12,407,184 B2

Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase

Yes

Yes

Yes

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

Yes

Yes

Merger with Viking Energy Group, Inc.

On August 1, 2023, Camber completed the previously announced merger (the "Merger") with Viking 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.

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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; (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.

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).

Going Concern Qualification

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 $(4,166,782) for the nine months ended September 30, 2025, as compared to a net loss of $(64,891,096) for the nine months ended September 30, 2024.

As of September 30, 2025, the Company had stockholders' deficit of $(42,208,886), long-term debt, net of current, of $44,088,176 and a working capital deficiency of $(13,754,541). The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC ("Discover") of $7,716,177, undistributed revenues and royalties of $1,637,251 and amounts due to AGD Advisory Group, Inc., a related party, of $1,395,000.

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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.

RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company for the three and nine months ended September 30, 2025 and 2024, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 12, 2025.

Liquidity and Capital Resources

Working Capital:

Nine Months Ended

September 30,

2025

2024

Current assets

$ 2,010,247 $ 16,319,840

Current liabilities

15,764,788 31,489,812

Working capital deficit

$ (13,754,541 ) $ (15,169,972 )

Cash Flows:

Nine Months Ended

September 30,

2025

2024

Net Cash Used in Operating Activities

$ (1,999,727 ) $ (1,454,022 )

Net Cash Provided by Investing Activities

21,196 138,546

Net Cash Provided by Financing Activities

2,154,529 860,831

Increase (decrease) in Cash during the Period

175,998 (454,645 )

Cash and Cash Equivalents, beginning of period

114,648 906,060

Cash and Cash Equivalents, end of Period

$ 290,646 $ 451,415

Net cash used in in operating activities was $(1,999,727) during the nine months ended September 30, 2025, as compared to $(1,454,022) in the comparable period in 2024. The decrease of $(545,805) was due to a decrease of $(2,056,482) in cash flows from changes in operating assets and liabilities, partially offset by a decrease of $1,510,677 in cash operating losses.

Net cash flows from investing activities decreased to $21,196 during the nine months ended September 30, 2025, as compared to $138,546 in the comparable period in 2024. The decrease is due primarily to proceeds of $205,000 from the sale of oil and gas properties in 2024.

Net cash flows from financing activities increased to $2,154,529 during the nine months ended September 30, 2025, as compared to $860,831 in the comparable period in 2024. This increase is mainly due to an issuance of long-term debt and advances received from a related party, partially offset by a reduction in advances from bank credit facility, as compared to the prior year.

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Three months ended September 30, 2025, compared to the three months ended September 30, 2024

Revenue

The Company had no revenues for the three months ended September 30, 2025, as compared to $7,016,725 for the three months ended September 30, 2024 due to the change in the Company's method of accounting for Simson-Maxwell on April 1, 2025.

Expenses

The Company's operating expenses decreased to $661,218 for the three-month period ended September 30, 2025, from $8,908,154 in the corresponding prior year three-month period primarily due to the change in accounting for Simson-Maxwell and an overall reduction in general and administrative expenses at Camber.

Loss from Operations

The Company generated a loss from operations for the three months ended September 30, 2025 of $(661,218), compared to $(1,891,429) for the three months ended September 30, 2024.

Other Income (Expense)

The Company had other expense, net, of $(4,688,401) for the three months ended September 30, 2025, as compared to other expense, net, of $(32,902,161) for the three months ended September 30, 2024. The decrease was due primarily to the net impact of a goodwill impairment charge of $(34,860,411) and a change in fair value of derivative of $2,668,909 recorded in the prior year, and an impairment charge on intangible assets of $(3,728,011) in the current year.

Net Loss

The Company had a net loss of $(5,349,619) during the three-month period ended September 30, 2025, compared with a net loss of $(34,793,590) for the three-month period ended September 30, 2024.

Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

Revenue

The Company had gross revenues of $6,229,335 for the nine months ended September 30, 2025, as compared to $23,214,755 for the nine months ended September 30, 2024. The decrease compared to the prior year is due primarily to the change in the Company's method of accounting for Simson-Maxwell on April 1, 2025.

Expenses

The Company's operating expenses decreased to $9,972,162 for the nine-month period ended September 30, 2025, from $29,552,093 in the corresponding prior year nine-month period primarily due to the change in accounting for Simson-Maxwell on April 1, 2025 and an overall reduction in general and administrative expenses at Camber.

Loss from Operations

The Company generated a loss from operations for the nine months ended September 30, 2025, of $(3,742,827), compared to $(6,337,338) for the nine months ended September 30, 2024.

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Other Income (Expense)

The Company had other expense, net, of $(423,955) for the nine months ended September 30, 2025, as compared to other expense, net, of $(58,553,758) for the nine months ended September 30, 2024. The decrease was due primarily to the net impact of: a gain of $6,169,824 recognized on the change in method of accounting for Simson-Maxwell in the current year; an impairment charge on intangible assets of $(3,728,011) in the current year; a change in fair value of derivative liability of $(18,573,289) in the prior year; and goodwill impairment of $(34,860,411) in the prior year.

Net Loss

The Company had a net loss of $(4,166,782) during the nine-month period ended September 30, 2025, compared with a net loss of $(64,891,096) for the nine-month period ended September 30, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed consolidated financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our condensed consolidated financial statements. Described below are the most significant policies we apply in preparing our condensed consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See "Note 3 - Summary of Significant Accounting Policies" to our condensed consolidated financial statements.

Consolidation of Variable Interest Entities

The Company consolidates the financial results of its subsidiaries, defined as entities in which the Company holds a controlling financial interest.

Several of the Company's subsidiaries are considered to be Variable Interest Entities ("VIE's") which are defined as an entity for which any of the following conditions exist:

1.

The total equity is not sufficient to permit the entity to finance its activities without additional subordinated financial support.

2.

The equity holders as a group have one of the following four characteristics:

i.

Lack the power to direct activities that most significantly impact the entity's economic performance.

ii.

Possess non-substantive voting rights.

iii.

Lack the obligation to absorb the entity's expected losses.

iv.

Lack the right to receive the entity expected residual returns.

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 amounts capitalized for the Company's license agreement with ESG as described in Note 1 to the financial statements.

With the acquisition of a 51% interest in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution, as described in Note 7, the Company has aggregate intangible assets of $15,433,536. These assets have an indefinite life and are not being amortized.

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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.

Camber Energy Inc. published this content on November 12, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 12, 2025 at 22:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]