(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, Colorado80504
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 2, 2023, Enservco Corporation (the “Company”) received an official notice of noncompliance from the NYSE Regulation (“NYSE”) stating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-K for the period ended December 31, 2022 (“Form 10-K”) was not in compliance with the NYSE American’s continued listing standards under Section 1003(a)(i) in the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(i) in the Company Guide requires that a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. As reported in its Form 10-K, the Company’s stockholders’ equity was approximately $1.2 million. The Company remains noncompliant with Section 1003(a)(ii) and Section 1003(a)(iii) of the Company Guide as reported on Company’s Form 8-K filed December 15, 2022 and Form 10-K.
Under Section 1009 of the Company Guide, the Company continues to be subject to the procedures and requirements set forth in Section 1009 of the Company Guide. The Company has until June 9, 2024, to regain compliance with the stockholders’ equity continued listing standards or NYSE will initiate delisting proceedings. On January 10, 2023, Company submitted a plan (the “Plan”) advising of actions it is taking to regain compliance with the continued listing standards by June 9, 2024, which Plan was accepted by the NYSE on February 14, 2023. Pursuant to the Plan, the Company completed an equity offering of $3.5 million in February 2023, Cross River Partners converted approximately $1.1 million in convertible debt to equity in March 2023 and presently intends to convert up to $2.5 million in convertible debt to equity subject to stockholder approval at the Company’s 2023 Annual Stockholders meeting to be held June 13, 2022. The NYSE notice has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American.
While the Company is taking steps to achieve compliance with the stockholders’ equity standards of Section 1003(a) of the Company Guide by June 9, 2024, there can be no assurance that the Company will ultimately regain compliance with all applicable NYSE American listing standards.
Item 8.01 Other Events
On May 8, 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.
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 May 8, 2023.
