UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, U.S. Well Services, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 14, 2021, at which the stockholders of the Company approved a proposal to authorize the Board of Directors of the Company (the “Board”), to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) in order to implement a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), with the exact ratio to be determined by the Board in its discretion (the “Reverse Split”).
Pursuant to the authority granted by the holders of the Company’s Common Stock, on September 10, 2021, the Board approved a final ratio for the Reverse Split of 1-for-3.5 (1:3.5). On September 30, 2021, the Company filed a Certificate of Amendment to the Charter (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Split at a ratio of 1-for-3.5 (1:3.5). The Reverse Split became effective as of 11:59 p.m. Eastern Time on September 30, 2021 (the “Effective Time”). As a result of the Reverse Split, at the Effective Time, every three and one half (3.5) shares of issued and outstanding Common Stock were automatically converted into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.
The Reverse Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity. No fractional shares were issued as a result of the Reverse Split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Split will receive an additional full share of Common Stock. No stockholders will receive cash in lieu of fractional shares.
There will be no change in the number of authorized shares of Common Stock that the Company will have the authority to issue. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price.
Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust, at 800-509-5586 or cstmail@continentalstock.com.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On September 30, 2021, the Company issued a press release announcing the Reverse Split. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information disclosed under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of U.S. Well Services, Inc., dated as of September 30, 2021. | |
| 99.1 | Press Release, dated as of September 30, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| U.S. WELL SERVICES, INC. | ||
| By: | /s/ Kyle O’Neill | |
| Name: | Kyle O’Neill | |
| Title: | Chief Financial Officer | |
October 1, 2021
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. WELL SERVICES, INC.
Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), U.S. Well Services, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is U.S. Well Services, Inc.
SECOND: The Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 9, 2018 (as amended, the “Second Amended and Restated Certificate of Incorporation”).
THIRD: This Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”) was duly proposed, adopted and approved by the Corporation’s board of directors and by the affirmative vote of holders of a majority of the Corporation’s outstanding common stock entitled to vote in accordance with the applicable provisions of Sections 222 and 242 of the DGCL.
FOURTH: Article IV of the Second Amended and Restated Certificate of Incorporation is hereby amended to add the following as Section 4.1.1.:
“Section 4.1.1. Reverse Stock Split. Effective as of 11:59 p.m., Eastern Time, on September 30, 2021 (the “Effective Time”), 3.5 shares of Common Stock of the Corporation issued and outstanding or held in treasury immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The Corporation shall not issue fractional shares of Common Stock or pay cash in respect thereof in connection with the Reverse Stock Split but, in lieu thereof, the aggregate number of shares of the Common Stock issuable to each holder in connection with the Reverse Stock Split shall be rounded up to the next higher whole number of shares of Common Stock. At the Effective Time, there shall be no change in the number of authorized shares of capital stock that the Corporation shall have the authority to issue. Following the Reverse Stock Split, each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”) shall thereafter be deemed for all purposes, as a result of the Reverse Stock Split and without any action on the part of the holders thereof, to represent only that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined pursuant to the Reverse Stock Split (subject to the treatment of fractional shares as set forth above).”
FIFTH: This Certificate of Amendment shall become effective as of September 30, 2021.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 30th day of September, 2021.
| By: | /s/ Joel Broussard | |
| Name: | Joel Broussard | |
| Title: | President & Chief Executive Officer |
Exhibit 99.1
U.S. Well Services Provides Update on Business Outlook and Strategic Transformation and Announces Reverse Stock Split
| • | U.S. Well Services becomes first pure-play, publicly traded electric completions provider |
| • | Extension of existing Clean Fleet® contract and awarded tender for first of four newbuild Nyx Clean Fleets® |
| • | Balance sheet transformation underway, with $44.9 million of senior secured term loan principal repaid to date in 2021, $9.4 million of pending principal repayments and equitization of $27.6 million of Series B Redeemable Preferred Equity deleveraging and simplifying capital structure |
| • | Implementation of a reverse share split of 1 post-split share for every 3.5 pre-split shares |
HOUSTON, September 30, 2021 — U.S. Well Services (NASDAQ: USWS) (“USWS” or the “Company”) today provided updates on its near-term business outlook and process towards full-electrification.
U.S. Well Services’ President and CEO, Joel Broussard, commented, “Our vision is to be recognized as the market leader for low-cost, low-emission, completion services and a proven adherent to environmental, social and governance best practices. In pursuit of this goal, U.S. Well Services is committed to executing our plan to delever our balance sheet and becoming the largest, and only pure-play, publicly traded, provider of electric completion services. I am pleased with the progress our team has made as USWS repositions and expands its portfolio of clean completions technology.”
Update on Near-Term Business Outlook and Fleet Activity
In late August, the Company ceased operations of its last active conventional fleet, marking U.S. Well Services’ exit from the diesel frac services market. The Company is currently operating five all-electric fleets, and expects to grow to 9 electric fleets by the end of 2022.
U.S. Well Services continues to experience strong demand for electric fleets, as evidenced by recent commercial momentum. In August 2021, the Company executed an agreement extending an electric fracturing services contract with an existing customer through the end of 2022.
As previously announced, the Company plans to meet customers’ demands for next-generation fracturing solutions with four newbuild Nyx Clean Fleets®. The first 60,000 hydraulic horsepower Nyx Clean Fleet® is expected to be delivered late in the first quarter of 2022. Upon delivery, this fleet is expected to commence work for a customer in Appalachia on a contracted basis. U.S. Well Services anticipates taking delivery of two Nyx Clean Fleets® in the second quarter of 2022, with the last of the four newbuilds expected to arrive early in the third quarter of 2022. USWS is in negotiations with multiple customers for each new fleet and expects to secure contracts for each new fleet prior to delivery.
Update on Strategic Transformation
Since announcing its intention to exit the diesel frac services market, U.S. Well Services has completed the sale of over 30% of its conventional pressure pumping portfolio along with other non-core ancillary equipment. The sale of these assets, combined with scheduled principal repayments has reduced the balance of the Company’s senior secured term loan by $44.9 million, from $246.3 million at the beginning of 2021 to $201.4 million today.
U.S. Well Services expects to close an additional asset sale transaction in the coming days that will result in approximately $9.4 million of additional principal repayments, bringing the outstanding balance on the senior secured term loan to approximately $191.9 million bringing our total term loan principal reduction to $54.3 million.
Reverse Share Split
The Company also announced it is executing a reverse share split, effective September 30, 2021. Holders of U.S. Well Services’ Class A Common stock will receive 1 post-split share for every 3.5 pre-split shares. The reverse share split will not modify any rights or preferences of U.S. Well Services’ stockholders, nor will it alter any stockholder’s percentage interest in the Company. No fractional shares of common stock will be issued as a result of the reverse share split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive one full share of post-split common stock. The Company’s common stock will continue to be traded on the NASDAQ Capital Market under the symbol USWS and will begin trading on a split-adjusted basis when the market opens on Friday, October 1, 2021, under a new CUSIP number, 91274U 200.
The reverse share split was approved by the Company’s stockholders at its annual meeting held on May 14, 2021, and on September 10, 2021, a reverse share split ratio of 1-for-3.5 shares was approved by the Company’s Board of Directors.
About U.S. Well Services, Inc.
U.S. Well Services, Inc. is a leading provider of hydraulic fracturing services and a market leader in electric fracture stimulation. The Company’s patented electric frac technology provides one of the first fully electric, mobile well stimulation systems powered by locally-supplied natural gas, including field gas sourced directly from the wellhead. The Company’s electric frac technology dramatically decreases emissions, sound pollution and truck traffic while generating exceptional operational efficiencies, including significant customer fuel cost savings versus conventional diesel fleets. For more information visit: www.uswellservices.com. Information on our website is not part of this release.
Forward-Looking Statements
The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein are forward-looking statements. These forward-looking statements may be identified by their use of terms and phrases such as “may,” “expect,” “believe,” “intend,” “estimate,” “project,” “plan,” “may,” “anticipate,” “will,” “should,” “could,”
and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are subject to certain risks, including changes in market conditions, changes in commodity prices, changes in supply and demand for oil and gas, changes in demand for our services, availability of financing and capital, the Company’s liquidity, the Company’s compliance with covenants under its credit agreements, actions by customers and potential customers, geopolitical events, public health crises, such as a pandemic, including the recent COVID-19 pandemic and new and potentially more contagious variants of COVID-19 such as the delta variant, and availability of equipment and personnel, as well as the other risks, uncertainties and assumptions identified in this release or as disclosed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ from the Company’s expectations include changes in market conditions and other factors described in the Company’s public disclosures and filings with the SEC, including those described under “Risk Factors” in its annual report on Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on May 17, 2021 and in our quarterly reports on Form 10-Q. As a result of these factors, actual results may differ materially from those indicated or implied by forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for us to predict all such factors.
Contacts:
U.S. Well Services
Josh Shapiro
Vice President, Finance and Investor Relations
IR@uswellservices.com
Dennard Lascar Investor Relations
Lisa Elliott
(713) 529.6600
USWS@dennardlascar.com