エンサーブコの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report March 19, 2024

(Date of earliest event reported)

Enservco Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36335		84-0811316
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14133 County Road 9½

Longmont, Colorado 80504

(Address of principal executive offices) (Zip Code)

(303) 333-3678

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.005 par value	ENSV	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Membership Interest Purchase Agreement

On March 19, 2024, Enservco Corporation (“Enservco”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Tony Sims, an individual resident of Colorado; Jim Fate, an individual resident of Colorado (together the “Sellers”), and Buckshot Trucking LLC, a Wyoming limited liability company (“Buckshot Trucking”), pursuant to which Enservco agreed to acquire from the Sellers all of the issued and outstanding membership interests of Buckshot Trucking (the “Acquisition”) for $5,000,000 (the “Base Amount”), subject to a net working capital adjustment, plus up to $500,000, in the form of Enservco common stock, contingent upon satisfaction of certain conditions set forth in the Purchase Agreement. The Base Amount consists of $3,750,000 in cash and $1,250,000 in shares of Enservco common stock based on the volume-weighted average of Enservco common stock for the 10-day period immediately preceding the closing date.

The issuance of the Enservco common stock pursuant to the Purchase Agreement is subject to the prior approval or consent of the holders of a majority of the outstanding shares of Enservco common stock. Under the Purchase Agreement, Enservco has agreed to use its reasonable best efforts to obtain from specified stockholders a written consent approving the issuance of the common stock as promptly as reasonably practicable after the date of the Purchase Agreement. In addition, Enservco will prepare and file an information statement in respect to the issuance of common stock under the Purchase Agreement with the U.S. Securities and Exchange Commission (“SEC”) in accordance with Rule 14c-2 of the Exchange Act of 1934, as amended (the “Information Statement”) or a proxy statement should Enservco proceed with a stockholder meeting in lieu of a written consent seeking approval.

Under the Purchase Agreement, Enservco has agreed to file a registration statement with the SEC for the purpose of registering for resale the shares issued pursuant to the Purchase Agreement. Enservco is required to file such registration statement with the SEC within 60 days following the closing date.

The Purchase Agreement contains customary representations, warranties, and covenants by each party. The Purchase Agreement also contains post-closing indemnification rights for each party for breaches of representations and warranties, covenants, as well as certain other matters, subject to certain specified limitations.

Each party’s obligation to consummate the Acquisition is conditioned upon certain closing conditions, including without limitation: (i) Buckshot Trucking having a trailing twelve (12) month adjusted EBITDA of at least $2,000,000 as of the closing date; (ii) Buckshot Trucking delivering a closing working capital amount of at least $1,230,000 as of the closing date; (iii) the Information Statement having been mailed to Enservco’s stockholders and at least 20 calendar days elapsing from the date of completion of such mailing; (iv) the performance by the other party of its obligations and covenants under the Purchase Agreement; (v) the absence of any decree prohibiting consummation of the closing; and (vi) the delivery of certain closing deliverables by the other party.

In connection with the Purchase Agreement, Enservco will enter into an employment agreement with Tony Sims, one of the former owners, to serve as President of Buckshot Trucking. As an inducement for his employment, Enservco has agreed to issue Mr. Sims options to acquire 250,000 shares of Enservco common stock at an exercise price equal to the fair market value of Enservco common stock on the date of the grant. The options will vest 50% on July 1, 2024 and 50% on July 1, 2025.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated by reference herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares of common stock to be issued under the Purchase Agreement are being offered and sold in reliance upon the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws.

Item 8.01

Other Events.

On March 20, 2024, Enservco issued a press release announcing the execution of the Purchase Agreement and plans to post to its website an updated presentation by March 26, 2024 and a webcast with senior management discussing the Acquisition and Enservco’s outlook. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Member Interest Purchase Agreement dated as of March 19, 2024 among Enservco Corporation and Tony Sims, Jim Fate, and Buckshot Trucking LLC.
99.1		Press Release dated March 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 25, 2024.

	Enservco Corporation


	By:	/s/ Richard A. Murphy
		Richard A. Murphy, Chair and CEO

EX-99.1 2 ex_643670.htm EXHIBIT 99.1 ex_643670.htm

Exhibit 99.1

ENSERVCO ANNOUNCES AGREEMENT TO ACQUIRE ACCRETIVE ENERGY LOGISTICS BUSINESS TO DIVERSIFY THE COMPANY

●

Addition of Buckshot Trucking to Provide New Logistics Service Offerings Through Growing and Historically Profitable Business

●

Acquisition to Generate Increased Operational and Financial Flexibility with Year-Round Business Not Dependent on Weather

●

Buckshot’s Founders and Team to Remain in Place to Support Integration and Drive Further Growth in Overall Business

LONGMONT, Colo., Mar 20, 2024 (GLOBE NEWSWIRE) – Enservco Corporation (NYSE American: ENSV) (“Enservco” or the “Company”), a diversified national provider of specialized well-site services to the domestic onshore conventional and unconventional oil and gas industry, today announced an agreement to acquire Buckshot Trucking LLC (“Buckshot”), which is headquartered in Fort Lupton, Colorado, subject to usual closing conditions (the “Transaction”). Consideration due at closing is $5.0 million consisting of a combination of $3.75 million in cash and the balance in Enservco common stock before usual closing and post-closing adjustments. The closing date of the Transaction is expected before the end of the second quarter.

TRANSACTION RATIONALE & KEY HIGHLIGHTS

●

When completed, will strategically transform the Company by entering the logistics business with immediately accretive acquisition of Buckshot:

Adds higher margin business that has historically generated strong growth and cash generation without substantial new overhead;

Provides year-round prospective growth with operational and financial visibility;

Provides incremental services for the Company’s existing and expanded customer base while providing pathway for earnings and cash flow growth and improved predictability;

Creates new operating division that complements and expands current strong market position in hot oiling and acidizing services and frac water heating services, in addition to non-oil & natural gas customers;

●

Buckshot founder and current owners Tony Sims and Jim Fate will continue to lead their business;

●

Buckshot’s 2023 unaudited EBITDA (earnings before interest, tax and depreciation) is approximately $2.3 million on revenue of approximately $8.2 million, a near doubling of Buckshot’s revenue since 2021;

MANAGEMENT COMMENTARY

Richard A. (“Rich”) Murphy, Chairman and CEO of Enservco, commented, “We are excited to announce this agreement to acquire an immediately accretive logistics business that will transform Enservco. We look forward to working closely with Buckshot owners Tony and Jim and their dedicated team to drive further expansion and execute on the synergies available from our collective asset and customer bases. Buckshot provides a strong complement to our current service offerings with the added benefit of not being winter weather dependent. Buckshot will also provide a substantial improvement in operational and financial visibility, which benefits our business, shareholders, and other stakeholders.”

Tony Sims, Founder of Buckshot Trucking LLC, commented, “We are excited about the opportunity to combine with Enservco. In addition to our identified list of potential expansion targets in current markets, we look forward to expanding our business into other areas based on Enservco’s extensive operational footprint and customer base.”

Mr. Murphy, concluded, “Today’s announcement is timely as we recently gave an operations update disclosing our improved operational performance in 2023 and encouraging start to 2024. Adding Buckshot to our portfolio is expected to substantially improve financial results for 2024 and support further improvement and growth in subsequent years. We look forward to reporting fourth quarter and full year results for 2023 later this month and providing additional updates. Most important, we appreciate our shareholders’ continued support as we further transform the organization to drive long-term growth.”

ADDITIONAL TRANSACTION DETAILS

The initial consideration is $5.0 million, including $3.75 million of cash to be paid at closing and $1.25 million of ENSV common stock, with the stock price based on the 10-day period immediately preceding the Closing Date. As part of the Transaction, the principals at Buckshot have the opportunity for an additional potential performance payout of up to $0.5 million based on growth and financial performance relative to the performance of Enservco’s stock.

The Transaction is expected to close in the second quarter, subject to approval by Enservco stockholders. To fund the $3.75 million of cash to paid at the Transaction’s closing, Enservco must raise additional capital either through the equity and/or debt markets.

FURTHER INFORMATION

Enservco will post to its website an updated Company presentation by Tuesday, March 26, as well as a webcast with Rich Murphy and other executives discussing the Transaction and the Company’s outlook.

ABOUT ENSERVCO

Enservco provides a range of oilfield services through its various operating subsidiaries, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering major domestic oil and gas basins across the United States. Additional information is available at www.enservco.com.

ABOUT BUCKSHOT TRUCKING LLC

Founded in 2017 and headquartered in Fort Lupton, Colorado, the Company’s greater Rocky Mountain focus is complemented by an extensive presence of operations in Wyoming, Utah, North Dakota, and Texas, supported by a key base of operations in Casper, Wyoming. Buckshot focuses on hot shot trucking, dedicated freight services, and less-than-truckload (“LTL”) services within the oil and gas sector. With the transaction, the Company is targeting to further expand by leveraging ENSV’s current footprint of operations in key U.S. basins, including the Marcellus / Utica.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains information that is "forward-looking" in that it describes events and conditions Enservco reasonably expects to occur in the future. Expectations for the future performance of Enservco are dependent upon a number of factors, and there can be no assurance that Enservco will achieve the results as contemplated herein. Certain statements denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond Enservco's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in Enservco’s annual report on Form 10-K for the year ended December 31, 2022, and subsequently filed documents with the Securities and Exchange Commission (“SEC”). Forward looking statements in this news release that are subject to risks related to, among other things, completion of the proposed Transaction on anticipated terms and timing, including Enservco obtaining stockholder approval, the ability of Enservco to raise sufficient capital, either through the sale of equity or issuance of debt, to fund the cash portion of the purchase price , and the ability of Enservco to successfully integrate Buckshot’s market opportunities, personnel and operations and to achieve expected benefits. . Enservco disclaims any obligation to update any forward-looking statement made herein.

CONTACT

Mark Patterson

Chief Financial Officer

Enservco Corporation

mpatterson@enservco.com