SEC Info - Enservco Corp. - ‘8-K’ for 7/15/22

SEC Info℠

Home

Help

Please Sign In

Enservco Corp. – ‘8-K’ for 7/15/22

On: Wednesday, 7/20/22, at 4:30pm ET · For: 7/15/22 · Accession #: 1437749-22-17444 · File #: 1-36335

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/20/22  Enservco Corp.                    8-K:1,8,9   7/15/22   13:235K                                   RDG Filings/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-10.1     Material Contract                                   HTML     27K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     12K 
 8: R1          Document And Entity Information                     HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- ensv20220719_8k_htm                 XML     13K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- ensv-20220715_def                XML     37K 
 6: EX-101.LAB  XBRL Labels -- ensv-20220715_lab                     XML     48K 
 7: EX-101.PRE  XBRL Presentations -- ensv-20220715_pre              XML     36K 
 4: EX-101.SCH  XBRL Schema -- ensv-20220715                         XSD     15K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
13: ZIP         XBRL Zipped Folder -- 0001437749-22-017444-xbrl      Zip     31K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C:

i false i 0000319458 0000319458 2022-07-15 2022-07-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report i July 15, 2022

(Date of earliest event reported)

i Enservco Corporation

(Exact name of registrant as specified in its charter)

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

i 14133 County Road 9½

i Longmont, i Colorado i 80504

(Address of principal executive offices) (Zip Code)

( i 303) i 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:

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

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
i Common Stock, $0.005 par value	i ENSV	i 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. i ☐

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.

On July 15, 2022, Enservco Corporation (“we” or the “Company”) issued a $1.2 million Convertible Subordinated Promissory Note (the “Note”) to Cross River Partners, LP (“Cross River”), which is an entity controlled by Richard Murphy, our Chief Executive Officer and Chairman. The Note has a six year term and accrues interest at 7.75 percent per annum. The Company is required to make quarterly interest only payments under the Note for the first year starting September 30, 2022, followed by principal and interest payments for the remaining five years based upon a ten year amortization schedule. The Note is unsecured and shall be junior and subordinate to indebtedness which the Company may now or at any time hereafter owe to any lender, whether such indebtedness now exists or is hereafter created or incurred, and whether such indebtedness is fixed or contingent, liquidated or unliquidated.

Subject to any required stockholder consent, all or some of the outstanding principal and accrued but unpaid interest under the Note may be converted at the option of Cross River into either: a) shares of the Company’s common stock at a conversion price of $1.69, the closing sales price of the Company’s common stock on the NYSE/American Exchange on July 14, 2022; or b) the equity securities issued by the Company in an equity offering with offering proceeds to the Company (net of any related placement agent or underwriting fees) of a minimum of $1,200,000 (the “Equity Offering”) at the conversion price per equity security issued in the Equity Offering and subject to the other terms of the Equity Offering. The Optional Conversion may only be exercised by Cross River during the period from the issuance of the Note through the closing date of the Equity Offering.

Item 8.01

Other Events

The Company issued a press release on July 18, 2022 reporting the anticipated filing of its 2022 First Quarter Financial Statements by August 15, 2022, and announcing the closing on a $1.2 Million Convertible Subordinated Promissory Note with Cross River Partners, LP on July 15, 2022.

Item 9.01.

Exhibits.

(d)

Exhibits

Exhibit Number		Description
10.1		Convertible Subordinated Promissory Note dated July 15, 2022 of Enservco Corporation issued to Cross River Partners, LP
99.1		Press Release dated July 18, 2022
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 July 20, 2022.

	Enservco Corporation



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

Dates Referenced Herein

This ‘8-K’ Filing	Date	Other Filings

	9/30/22	None on these Dates
	8/15/22
Filed on:	7/20/22
	7/18/22
For Period end:	7/15/22
	7/14/22
		List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/24  Enservco Corp.                    10-K       12/31/23   66:7M                                     RDG Filings/FA
12/19/23  Enservco Corp.                    S-1/A                  3:229K                                   RDG Filings/FA
12/08/23  Enservco Corp.                    S-1/A                  1:224K                                   RDG Filings/FA
11/09/23  Enservco Corp.                    S-1        11/13/23    5:259K                                   RDG Filings/FA
 6/22/23  Enservco Corp.                    POS AM                 3:586K                                   RDG Filings/FA
 3/31/23  Enservco Corp.                    10-K       12/31/22   74:8.8M                                   RDG Filings/FA
 2/13/23  Enservco Corp.                    S-1/A                  3:301K                                   RDG Filings/FA
 2/10/23  Enservco Corp.                    S-1/A                  3:2.6M                                   RDG Filings/FA
 2/07/23  Enservco Corp.                    S-1/A                  7:2.9M                                   RDG Filings/FA
 1/17/23  Enservco Corp.                    S-1                    3:466K                                   RDG Filings/FA
12/23/22  Enservco Corp.                    10-Q        9/30/22   63:7.9M                                   RDG Filings/FA

↑Top

Filing Submission 0001437749-22-017444 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)