ensv20231105

S-1 1 ensv20231105_s1.htm FORM S-1 ensv20231105_s1.htm

As filed with the Securities and Exchange Commission on November 9, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENSERVCO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1311

84-0811316

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

14133 County Rd 9 ½

Longmont, CO 80504

(303) 333-3678

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Richard A. Murphy

Principal Executive Officer

14133 County Rd 9 ½

Longmont, CO 80504

(303) 333-3678

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Douglas T. Holod

Maslon LLP

90 South 7th Street, Suite 3300

Minneapolis, MN 55402

Telephone: (612) 672-8313

Fax: (612) 642-8313

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	Page
PROSPECTUS SUMMARY	1
THE OFFERING	3
RISK FACTORS	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	6
DIVIDEND POLICY	6
DESCRIPTION OF CAPITAL STOCK	7
SELLING STOCKHOLDER	9
PLAN OF DISTRIBUTION	10
LEGAL MATTERS	12
EXPERTS	12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	12
WHERE YOU CAN FIND MORE INFORMATION	12

Common stock that may be offered by Selling Stockholder	2,939,133 shares

Use of proceeds	The Selling Stockholder will receive all net proceeds from the sale of the shares offered pursuant to this prospectus. We will not receive any of the proceeds from these sales.

Plan of Distribution	The Selling Stockholder may sell or otherwise dispose of the shares of our common stock covered by this prospectus in a number of different ways and at a varying prices. For further information, see “Plan of Distribution” beginning on page 10.

Risk Factors	You should read the “Risk Factors” section of this prospectus and other information contained or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

	Shares Beneficially Owned Before the Offering⁽¹⁾							Shares Beneficially Owned After the Offering⁽¹⁾
Name of Selling Stockholder	Number		Percent			Number of Shares Being Offered		Number		Percent
OilServ, LLC⁽¹⁾		-		-	%		2,939,133		2,939,133		10.93	%

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023;
	●	our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 15, 2023 and August 14, 2023, respectively; and
	●	our Current Reports on Form 8-K filed with the SEC on January 9, 2023, January 17, 2023, February 28, 2023, March 30, 2023, April 6, 2023, April 11, 2023, May 8, 2023, June 16, 2023, July 7, 2023, August 18, 2023, September 8, 2023, and September 15, 2023.

	Amount to be Paid
SEC Registration fee	$	162.68
Financial Industry Regulatory Authority, Inc. filing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer Agent’s fees		*
Miscellaneous fees and expenses		*
Total	$	*

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation (Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 4, 2011)
3.2		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation (Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 25, 2014)
3.3		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 21, 2021)
3.4		Amended and Restated Bylaws (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 28, 2010)
5.1*		Opinion of Maslon LLP
10.1		2016 Stock Incentive Plan (Incorporated by reference from the Company’s Proxy Statement on Form DEF 14A and filed on August 16, 2016)
10.2		Form of Indemnification Agreement. (Incorporated by reference to Exhibit 10.07 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 20, 2014)
10.3		Note Conversion Agreement by and between Enservco Corporation and Cross River Partners, L.P. dated February 3, 2021, including form of Warrant (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2021)
10.4		Master Lease Agreement dated March 24, 2022 by and between Utica Leasco LLC and Heat Waves Hot Oil Services LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 28, 2022)
10.5		Master Lease Guaranty dated March 24, 2022 by Enservco Corporation ((Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 28, 2022)

10.6		Invoice Purchase Agreement dated March 24, 2022 by and between LSQ Funding Group, LLC and Heat Waves Hot Oil Services LLC (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 28, 2022)
10.7		Entity Guaranty dated March 24, 2022 by Enservco Corporation (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 28, 2022)
10.8		Intercreditor Agreement dated March 24, 2022 by and among Utica Leasco LLC, LSQ Funding Group, LLC, Heat Waves Hot Oil Services LLC, and Enservco Corporation (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 28, 2022)
10.9		Convertible Subordinated Promissory Note dated March 22, 2022 of Enservco Corporation issued to Cross River Partners, LP. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 28, 2022)
10.10		Separation Agreement and Release between Enservco Corporation and Marjorie Hargrave effective April 13, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 18, 2022)
10.11		Convertible Subordinated Promissory Note dated July 15, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2022)
10.12		Note Exchange Agreement by and between Enservco Corporation and Cross River Partners, L.P. dated November 3, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2022)
10.13		Convertible Secured Subordinated Promissory Note dated November 3, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 9, 2022)
10.14		Asset Purchase Agreement dated as of September 11, 2023 among Enservco Corporation and Heat Waves Hot Oil Service LLC as Purchaser, and OilServ, LLC, Rapid Hot Flow, LLC and Rapid Pressure Services, LLC as the Selling Parties. (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed on September 15, 2023)
10.15		Note Purchase Agreement effective as of September 11, 2023 by and among Enservco Corporation and the investors named therein (Incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K filed on September 15, 2023)
10.16		Form of New Convertible Note dated September 11, 2023 (Incorporated by reference to Exhibit 10.3 in the Company’s Current Report on Form 8-K filed on September 15, 2023)
10.17		Warrant dated June 30, 2023 issued to Cross River Partners, L.P. ((Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed on July 7, 2023)
21.1		Subsidiaries of Enservco Corporation (Incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on July 7, 2022)
23.1*		Consent of Plante & Moran, PLLC
23.2		Consent of PKF Texas
23.3*		Consent of Maslon LLP (included in Exhibit 5.1)
24.1		Power of Attorney (previously included on signature page)
107*		Filing Fee Table


*		Filed herewith
**		To be filed by amendment

	ENSERVCO CORPORATION (Registrant)

	By:	/s/ Richard A. Murphy
		Richard A. Murphy Director and Chief Executive Officer

SIGNATURE	TITLE	DATE

/s/ Richard A. Murphy
Richard A. Murphy	Director and Executive Chairman (Principal Executive Officer)	November 9, 2023

/s/ Mark K. Patterson
Mark K. Patterson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 9, 2023

/s/ Robert S. Herlin
Robert S. Herlin	Director	November 9, 2023

/s/ William A. Jolly
William A. Jolly	Director	November 9, 2023

/s/ Kevin Chesser
Kevin Chesser	Director	November 9, 2023

/s/ Steven A. Weyel
Steven A. Weyel	Director	November 9, 2023

SEC Form S-1 filed by Enservco Corporation