8-K

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 April 29, 2024

(Date of earliest event reported)

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

(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 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On April 29, 2024, Steven Weyel resigned from the Board of Directors of Enservco Corporation (the “Company”), effective immediately. As such, Mr. Weyel will not stand for election at the upcoming Annual Meeting of the Shareholders.

Appointment of Director

On April 30, 2024, Marc A. Kramer was elected to the Board of Directors of the Company. As of the date of this filing, Mr. Kramer has not been appointed to a committee of the Board.

Mr. Kramer, age 56, is a transportation industry investor and operator with over 30 years of investment experience. For the past seven years, he has served as executive chairman of SOAR Transportation Group, of which he is a majority owner, a provider of asset based and non-asset transportation and logistics services serving shippers throughout the United States. Mr. Kramer’s previous experience includes founding AVC Partners, which focused on investing and growing businesses in the transportation and logistics industry, and serving as managing director for both H.I.G. Capital and Fenway Partners LLC. Mr. Kramer sits on private boards which focus on logistics and investment sectors of the transportation industry. He holds a bachelor’s degree in government and economics from Dartmouth College and a master’s of business administration from Harvard University.

For his services as an independent director of the Company, Mr. Kramer is entitled to quarterly payments of $7,500, the amount authorized in 2024, as compensation for independent members of the Board of Directors, and is entitled to a pro rata amount of the Company’s annual equity grant of $30,000 to independent members of the Board of Directors. Given that Mr. Kramer has been elected as of April 30, 2024, he will receive $22,500 in shares of the Company valued at $0.222 per share, the closing sales price on April 30, 2024 or 101,351 shares. Such shares are registered under the Company’s 2016 Equity Incentive Plan and will vest, provided Mr. Kramer is still a director on such vesting date, on January 1, 2025.

The Company also intends to enter into a standard form of indemnification agreement with Mr. Kramer in connection with his appointment to the Board, the form of which was previously filed by the Company as Exhibit 10.07 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

There is no arrangement or understanding between Mr. Kramer and any other person pursuant to which Mr. Kramer was selected as a director of the Company, and there is no family relationship between Mr. Kramer and any of the Company’s other directors or executive officers. Mr. Kramer does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

Item 8.01.             Other Events.

On May 1, 2024, the Company issued a press release announcing the director changes discussed above under Item 5.02 and a corporate update. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.             Exhibits.

(d)     Exhibits

Exhibit Number	Description
99.1	Press Release dated May 1, 2024.
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 May 3, 2024.

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

EX-99.1

Exhibit 99.1

ENSERVCO ANNOUNCES BOARD CHANGES AND PROVIDES CORPORATE UPDATE

● Addition of Marc Kramer to Board of Directors Provides Significant Transportation and Logistics Experience as Company Begins Logistics Business Segment Operations Upon Closing of Buckshot Acquisition

● Exploring Strategic Initiatives to Reduce Reliance on Seasonal Business

LONGMONT, Colo., May 1, 2024 (GLOBE NEWSWIRE) – Enservco Corporation (NYSE American: ENSV) (“Enservco” or the “Company”) today announced changes to its Board of Directors and provided a corporate update. Marc Kramer was appointed to the Company’s Board of Directors on April 30, 2024 upon the recommendation of the Company’s Board of Directors. He fills the position vacated by Mr. Steve Weyel who resigned effective April 29, 2024 to focus his attention on a new business venture.

Mr. Kramer is a transportation industry investor and operator with over 30 years of investment experience. For the past seven years, he has served as executive chairman of SOAR Transportation Group, of which he is a majority owner, a provider of asset based and non-asset transportation and logistics services serving shippers throughout the United States. Mr. Kramer’s previous experience includes founding AVC Partners, which focused on investing and growing businesses in the transportation and logistics industry, and serving as managing director for both H.I.G. Capital and Fenway Partners LLC. Mr. Kramer sits on a variety of private boards which focus on logistics and investment sectors of the transportation industry. He holds a bachelor’s degree in government and economics from Dartmouth College and a master’s of business administration from Harvard University.

Rich Murphy, Chairman and CEO of Enservco, commented, “We welcome Marc to our Board. As we make the strategic shift into the logistics and transportation business, having someone of Marc’s experience and connections within the industry as a member of our Board is invaluable. We appreciate the service of Mr. Weyel to our Company and wish him the best in his new venture.”

The Company continues to explore strategic initiatives to reduce reliance upon the seasonal frac heating business. The Buckshot Acquisition will provide Enservco with a proven and growing foundation in an attractive year-round logistics business.

Rich continued, “We appreciate the ongoing support of our stockholders. There are several important proposals to be voted on, including approval of issuance of shares in relation to the Buckshot Acquisition, as well as approval of our five directors who will – as in the past – serve one-year terms. “We look forward to closing the Buckshot Acquisition in the near term, with stockholder approval at our annual meeting, a key step in the process. The addition of Buckshot to our existing business will prove transformational for Enservco as we transition away from a seasonal business that is subject to commodity risk, to a logistics business that generates strong year-round cash flow. The transition will not require substantial new overhead or capital. We are continuing our evaluation of strategic alternatives designed to further reduce our seasonal focus, with the underlying premise that any opportunities must be immediately accretive, generate solid cash flow, and provide visible near and long-term growth.”

ABOUT ENSERVCO

Enservco provides a range of oilfield services through its various operating subsidiaries, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering major domestic oil and gas basins across the United States. Additional information is available at www.enservco.com. On March 20, 2024, the Company announced an agreement to purchase Buckshot Trucking LLC, an energy logistics provider in multiple key oil and gas basins (the “Buckshot Acquisition”). The Buckshot Acquisition is scheduled to close in the second quarter of 2024. When closed, the Buckshot Acquisition would provide Enservco with a growing business that is not weather dependent, allow the Company to enter steady year-round logistics, provide an expanded operating footprint, and improve cash flow visibility.

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 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, 2023, and subsequently filed documents with the Securities and Exchange Commission (“SEC”). Forward looking statements in this news release that are subject to risks related to, among other things, closing of the Buckshot Acquisition on anticipated terms and timing, and the ability of Enservco to successfully integrate Buckshot’s market opportunities, personnel and operations and to achieve expected benefits. Enservco disclaims any obligation to update any forward-looking statement made herein.

CONTACT

Mark Patterson

Chief Financial Officer

Enservco Corporation

mpatterson@enservco.com

XML

Document And Entity Information	Apr. 29, 2024
Document Information [Line Items]
Entity, Registrant Name	Enservco Corporation
Document, Type	8-K
Document, Period End Date	Apr. 29, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36335
Entity, Tax Identification Number	84-0811316
Entity, Address, Address Line One	14133 County Road 9½
Entity, Address, City or Town	Longmont
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80504
City Area Code	303
Local Phone Number	333-3678
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ENSV
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000319458