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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-38091

 

NATIONAL ENERGY SERVICES REUNITED CORP.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

777 Post Oak Blvd., Suite 730

Houston, Texas 77056

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

The information and related exhibits contained in this Report on Form 6-K are hereby incorporated by reference into National Energy Services Reunited Corp.’s Registration Statement on Form S-8 (File No. 333-280902).

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants

 

On July 3, 2025, National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), issued a press release announcing the closing of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants (the “Warrants”) to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”), to receive 0.10 Ordinary Shares in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. The Warrants trade on the Nasdaq Capital Market under the symbol “NESRW.”

 

The Offer and Consent Solicitation expired at 11:59 P.M., Eastern Time on June 30, 2025. The Company has been advised that a total of 34,136,353 Warrants, or approximately 96.05% of the outstanding Warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, and therefore such Warrants consented to the Warrant Amendment (as defined below). Because consents were received from holders of more than 50% of the Company’s outstanding Warrants, the Warrant Amendment was approved.

 

The Company also announced that it intends to exchange all remaining untendered Warrants in accordance with the terms of the warrant agreement, as amended by the warrant amendment dated July 3, 2025 (the “Warrant Amendment”), by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”), which governs the Warrants (the “Warrant Agreement”).

 

The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to elect to mandatorily exchange the Company’s remaining outstanding Warrants for Ordinary Shares at an exchange ratio of 0.09 Ordinary Shares for each Warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursuant to the Warrant Amendment, the Company has the right to require the exchange of not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration upon notice to the registered holders of the outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.

 

The Company will exercise its right to exchange all remaining outstanding Warrants for Ordinary Shares in accordance with the terms of the Warrant Amendment and has fixed July 18, 2025 as the exchange date.

 

The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated by reference herein.

 

A copy of the press release announcing the settlement of the Offer and the Company’s exercise of its rights to exchange the untendered Warrants is attached as Exhibit 99.1 and is incorporated by reference herein.

 

The following exhibits are being filed herewith:

 

Exhibit

No.

 

Description

10.1   Amendment No. 1 to Warrant Agreement, dated July 3, 2025 by and between the Company and Continental Stock Transfer & Trust Company.
     
99.1   Press Release, dated July 3, 2025.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NATIONAL ENERGY SERVICES REUNITED CORP.
     
Date: July 3, 2025 By:

/s/ Stefan Angeli

  Name: Stefan Angeli
  Title: Chief Financial Officer

 

3

EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO WARRANT AGREEMENT

 

This Amendment (this “Amendment”) is made as of July 3, 2025, by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to the Warrant Agreement, dated as of May 11, 2017, by and between the Company and the Warrant Agent (the “Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Warrant Agreement.

 

WHEREAS, Section 9.8 of the Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Warrant Agreement with the written consent or vote of the registered holders of a majority of the outstanding Warrants;

 

WHEREAS, the Company desires to amend the Warrant Agreement to provide the Company with the right to require the registered holders of the Warrants to exchange all of the outstanding Warrants for Ordinary Shares, on the terms and subject to the conditions set forth herein; and

 

WHEREAS, in the exchange offer and consent solicitation undertaken by the Company pursuant to the Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission, the registered holders of more than 50% of the number of the then outstanding Warrants have consented to and approved this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forth herein.

 

1. Amendment of Warrant Agreement. The Warrant Agreement is hereby amended by adding:

 

  (a) the new Section 6.5 thereto: “6.5 Mandatory Exchange.

 

6.5.1 Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the registered holders of the then outstanding Warrants, as described in Section 6.5.2 below, for Ordinary Shares (or any Alternative Issuance pursuant to Section 4.5), at the exchange rate of 0.09 Ordinary Shares (or any Alternative Issuance pursuant to Section 4.5 for each Warrant held by the registered holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any share splits, share dividends, recapitalizations or similar transaction with respect to the Ordinary Shares). In lieu of issuing fractional shares, any registered holder of Warrants who would otherwise have been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares of such registered holder, receive one additional whole Ordinary Share in lieu of such fractional shares.

 

6.5.2 Date Fixed for, and Notice of, Exchange. In the event that the Company elects to exchange all of the Warrants, the Company shall fix a date for the exchange (the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the Company not less than fifteen (15) days prior to the Exchange Date to the registered holders at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement of its election following the mailing of such notice.

 

6.5.3 Exercise After Notice of Exchange. The Warrants may be exercised, for cash at any time after notice of exchange shall have been given by the Company pursuant to Section 6.5.2 hereof and prior to the Exchange Date. On and after the Exchange Date, the registered holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Consideration.”

 

 

 

2. Miscellaneous Provisions.

 

2.1 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.2 Applicable Law. The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

 

2.3 Counterparts. This Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and Adobesign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

 

2.4 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.5 Entire Agreement. The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.

 

NATIONAL ENERGY SERVICES REUNITED CORP.  
     
By: /s/ Sherif Foda  
Name: Sherif Foda  
Title: Chief Executive Officer and Chairman of the Board  
     
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
   
as Warrant Agent  
     
By: /s/ Margaret B. Lloyd  
Name: Margaret B. Lloyd  
Title: Vice President  

 

 

 

 

EX-99.1 3 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

National Energy Services Reunited Corp. Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants

 

HOUSTON, Texas – July 3, 2025 – National Energy Services Reunited Corp. (“NESR” or the “Company”) (Nasdaq: NESR) (Nasdaq: NESRW), an international, industry-leading provider of integrated energy services in the Middle East and North Africa (“MENA”) region, announced today the completion of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants (the “Warrants”) to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”). The Company issued 3,413,645 Ordinary Shares in exchange for the Warrants tendered in the Offer.

 

The Company also entered into the related amendment to the warrant agreement governing the Warrants (the “Warrant Amendment”) and announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered Warrants at an exchange ratio of 0.09 Ordinary Shares for each Warrant. The Company has fixed the date for such exchange as July 18, 2025.

 

As a result of the completion of the Exchange Offer and the upcoming exchange for the remaining untendered Warrants, no Warrants will remain outstanding. Accordingly, the Warrants are expected to be suspended from trading on Nasdaq and be delisted. The Ordinary Shares will continue to be listed and trade on Nasdaq under the symbol NESR.

 

The Company engaged BTIG, LLC as the dealer manager for the Offer and Consent Solicitation. Sodali & Co. served as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent.

 

# # #

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

Statements contained in this press release that are not historical fact may be forward-looking within the meaning of Section 27A of the Securities Act of 1933 (as amended, the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may relate to, among other things, the Company’s expectations regarding the exchange offer and consent solicitation. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in our filings with the Securities and Exchange Commission (the “SEC”), including those factors discussed under the caption “Risk Factors” in such filings.

 

You are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update any forward-looking statements to reflect any new information or future events or circumstances or otherwise, except as required by law. You should read this communication in conjunction with other documents which the Company may file or furnish from time to time with the SEC.

 

About National Energy Services Reunited Corp.

 

Founded in 2017, NESR is one of the largest national oilfield services providers in the MENA and Asia Pacific regions. With over 6,000 employees, representing more than 60 nationalities in 16 countries, the Company helps its customers unlock the full potential of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions, Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services, Wireline, Slickline, Drilling Fluids and Rig Services.

 

Disclaimer

 

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

For inquiries regarding NESR, please contact:

 

Blake Gendron

National Energy Services Reunited Corp.

832-925-3777

investors@nesr.com