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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 January 3, 2023
(Date of earliest event reported)
 
ensv20230109_8kimg001.jpg
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
(Registrants 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
On January 3, 2023, Enservco Corporation (the “Company”) received an official notice of noncompliance from the NYSE Regulation (“NYSE”) stating that the Company is noncompliant with Section 704 of the NYSE American Company Guide (the “Company Guide”) for failure to hold an annual meeting for the fiscal year ended December 31, 2021 by December 31, 2022 (“2021 Annual Meeting”). Section 704 of the Company Guide requires an issuer to hold an annual meeting during each fiscal year. The Company expects to hold its Annual Meeting in 2023, at which time the Company will regain compliance with NYSE American LLC’s (“NYSE American’s”) continued listing standards.
 
 
Item 8.01 Other Events
 
On January 9, 2023, the Company issued a press release announcing its receipt of the NYSE Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01.               Exhibits.
 
(d)     Exhibits
 
 
Exhibit
Number
 
Description
99.1
 
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 January 9, 2023.
 
 
 
Enservco Corporation
   
     
     
 
By:
 /s/ Richard A. Murphy
   
 Richard A. Murphy, Executive Chair and CEO
 
 

Exhibit 99.1

 

logo.jpg

 

 

 

Enservco Corporation Receives Notice of Noncompliance from NYSE American Exchange

 

Longmont, CO – January 9, 2023 – Enservco Corporation (NYSE American: ENSV), a diversified national provider of specialized well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced it has received a notice of noncompliance from the NYSE American Exchange because the Company did not hold an annual meeting in 2022 due to it having to restate its financial statements. The Company expects to hold an annual meeting in 2023, at which time it will regain compliance with the NYSE American’s continued listing standards.

 

About Enservco

Through its various operating subsidiaries, Enservco provides a range of oilfield services, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering seven major domestic oil and gas basins and serves customers in Colorado, Montana, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming, West Virginia, Utah, Michigan, Illinois, Florida, New Mexico, and Louisiana. Additional information is available at www.enservco.com.

 

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 contained in this release using the terms "may," "expects to," “should,” and other terms 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, 2021, and subsequently filed documents with the SEC. Forward looking statements in this news release that are subject to risk include the Company’s ability to hold an annual meeting in 2023 and to regain compliance with the NYSE American. It is important that each person reviewing this release understand the significant risks attendant to the operations of Enservco. Enservco disclaims any obligation to update any forward-looking statement made herein.

 

Contact:

 

Mark Patterson

Chief Financial Officer

Enservco Corporation

mpatterson@enservco.com

 

Jay Pfeiffer

Pfeiffer High Investor Relations, Inc.

Phone: 303-880-9000

Email: jay@pfeifferhigh.com