8-K filed September 15, 2023, 7:59 PM ET CIK 0000319458

M&A confidence high sentiment positive materiality 0.80

Enservco Corp: debt financing — Enservco acquires Rapid Hot for $1.06M in stock; raises $1.63M in convertible notes

Enservco Corp

Acquired Rapid Hot assets (frac water heating in Appalachia) for 2,939,133 shares (~$1.06M at $0.3598/share).
Closed $1.625M in convertible notes at 16% interest, 18-month term, conversion price $0.50/share.
Appointed Mike Lade, former Rapid Hot president/CFO, as SVP & Chief of Staff; received 250,000 stock options at $0.41/sh.
Added Steve Weyel to Board; Weyel is founder/chairman of Equigen, former CEO of EnVen (merged with Talos).
Debt financing includes participation from Rapid Hot lead investors, board member Kevin Chesser, and CEO's Cross River Partners.

item 1.01 item 2.03 item 3.02 item 5.02 item 9.01

Executive movements

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Appointed

Steve Weyel

Director

Enservco Corp

Effective: 2023-09-11
Filed: September 15, 2023, 7:59 PM ET

On September 11, 2023, the Board of Directors of the Company expanded the size of the Board to five directors and, in accordance with the Note Purchase Agreement, elected Steve Weyel as a director of the Company.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enservco Corp incurred convertible notes of $187,500 with Equigen II, LLC at 16.00% per annum maturing eighteen (18) month anniversary of their issuance.

Instrument: convertible notes
Principal: $187,500
Counterparty: Equigen II, LLC
Rate: 16.00% per annum
Maturity: eighteen (18) month anniversary of their issuance
Event: incurrence

Exact text from the filing

the Company issued Convertible Promissory Notes (the "New Convertible Notes") in the aggregate principal amount of $125,000 to Angel Capital Partners, LP ("Angel Capital"), an entity owned by Stephen D. Scott who is a principal of the Owner, and in aggregate principal amount of $187,500 to Equigen II, LLC ("Equigen")

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enservco Corp incurred convertible notes of $50,000 with Kevin Chesser at 16.00% per annum maturing eighteen (18) month anniversary of their issuance.

Instrument: convertible notes
Principal: $50,000
Counterparty: Kevin Chesser
Rate: 16.00% per annum
Maturity: eighteen (18) month anniversary of their issuance
Event: incurrence

Exact text from the filing

Kevin Chesser , a director of the Company, exchanged his Prior Convertible Note in the aggregate principal amount of $50,000 for a New Convertible Note with the same principal amount

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enservco Corp incurred convertible notes of $125,000 with Angel Capital Partners, LP at 16.00% per annum maturing eighteen (18) month anniversary of their issuance.

Instrument: convertible notes
Principal: $125,000
Counterparty: Angel Capital Partners, LP
Rate: 16.00% per annum
Maturity: eighteen (18) month anniversary of their issuance
Event: incurrence

Exact text from the filing

the Company issued Convertible Promissory Notes (the "New Convertible Notes") in the aggregate principal amount of $125,000 to Angel Capital Partners, LP ("Angel Capital")

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.7

Enservco Corp incurred convertible notes of up to the remaining balance of the maximum principal amount of $3,000,000 at 16.00% per annum maturing eighteen (18) month anniversary of their issuance.

Instrument: convertible notes
Principal: up to the remaining balance of the maximum principal amount of $3,000,000
Rate: 16.00% per annum
Maturity: eighteen (18) month anniversary of their issuance
Event: incurrence

Exact text from the filing

The Company may issue New Convertible Notes representing up to the remaining balance of the maximum principal amount of $3,000,000 to additional investors

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Enservco Corp incurred convertible notes of $750,000 with Cross River Partners, LP at 16.00% per annum maturing eighteen (18) month anniversary of their issuance.

Instrument: convertible notes
Principal: $750,000
Counterparty: Cross River Partners, LP
Rate: 16.00% per annum
Maturity: eighteen (18) month anniversary of their issuance
Event: incurrence

Exact text from the filing

Cross River Partners, LP ("Cross River"), an entity controlled by Richard Murphy, our Chief Executive Officer and Chairman, exchanged its Prior Convertible Note in the aggregate principal amount of $750,000 for a New Convertible Note with the same principal amount

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Executive change SEC 8-K Item 5.02 confidence 0.95

Steve Weyel was elected as Director at Enservco Corp.

Action: elected
Role: Director

Exact text from the filing

On September 11, 2023, the Board of Directors of the Company expanded the size of the Board to five directors and, in accordance with the Note Purchase Agreement, elected Steve Weyel as a director of the Company.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Enservco Corp entered into Note Purchase Agreement with Angel Capital Partners, LP and Equigen II, LLC valued at $125,000 to Angel Capital ... $187,500 to Equigen (effective 2023-09-11).

Action: entry
Agreement: notes offering
Counterparty: Angel Capital Partners, LP and Equigen II, LLC
Value: $125,000 to Angel Capital ... $187,500 to Equigen
Effective: 2023-09-11

Exact text from the filing

On September 11, 2023 pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”), the Company issued Convertible Promissory Notes (the “New Convertible Notes”) in the aggregate principal amount of $125,000 to Angel Capital Partners, LP (“Angel Capital”), an entity owned by Stephen D. Scott who is a principal of the Owner, and in aggregate principal amount of $187,500 to Equigen II, LLC (“Equigen”), an entity owned by Steven A. Weyel who is a principal of the Owner.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Enservco Corp entered into Asset Purchase Agreement with OilServ, LLC, Rapid Hot Flow, LLC, Rapid Pressure Services, LLC valued at 2,939,133 shares of the Company’s common stock (based on $0.3598 per share) (effective 2023-09-11).

Action: entry
Agreement: asset purchase
Counterparty: OilServ, LLC, Rapid Hot Flow, LLC, Rapid Pressure Services, LLC
Value: 2,939,133 shares of the Company’s common stock (based on $0.3598 per share)
Effective: 2023-09-11

Exact text from the filing

On September 11, 2023, Enservco Corporation (the “Company”) and its wholly-owned subsidiary Heat Waves Hot Oil Service LLC (together with the Company, the “Purchaser” ) entered into and closed on an Asset Purchase Agreement (the “Asset Purchase Agreement”) with OilServ, LLC, a Delaware limited liability company (the “Owner”), and its wholly-owned subsidiaries, Rapid Hot Flow, LLC, a Colorado limited liability company and Rapid Pressure Services, LLC, a Delaware limited liability company (together, the “Sellers” and with the Owner, the “Selling Parties”)

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Source: SEC EDGAR

accession 0001437749-23-025963

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