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 (Date of earliest event reported): May 25, 2021

Stabilis Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-24575	59-3410234
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11750 Katy Freeway Suite 900 Houston, Texas	77079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 832-456-6500

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 (see General Instruction A.2. below):

☐  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: None

Title of each class Trading Symbol Name of each market on which traded Common Stock, $.001 par value SLNG The NASDAQ Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 25, 2021 Stabilis Solutions, Inc., a Florida corporation (the “Company”), entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) to acquire a liquefied natural gas (“LNG”) production facility in Port Allen, Louisiana from HR Nu Blu Energy, LLC and TGB Equipment Leasing, LLC. The transaction closed on June 1, 2021 at which time the Company acquired the LNG liquefaction facility and related assets, including the real property on which the facility is located. The Company paid consideration of $5 million in cash and 500,000 shares of Company common stock, subject to a registration rights agreement.

The Purchase Agreement is subject to customary representations and warranties and closing conditions.

The description of the Purchase Agreement is not complete and is qualified in its entirety by the full text of the Purchase Agreement which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Purchase Agreement described in Item 1.01 above, the Company issued 500,000 shares of its common stock in connection with the acquisition of an LNG production facility in Port Allen, Louisiana on June 1, 2021. The shares were issued to one of the sellers of the facility and the Company used no general advertising or solicitation in connection with the issuance. The share issuance was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof for sales not involving any public offering. The recipient of the shares acknowledged that they were not registered under the Securities Act of 1933 and could not be transferred or sold unless so registered or pursuant to an exemption from registration. The share certificates contain a restrictive legend and a stop transfer order is in effect with the transfer agent.

Item 8.01 Other Events.

On June 1, 2021 the Company issued a news release announcing the acquisition of an LNG production facility in Port Allen, Louisiana. A copy of the Company’s news release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits:

Exhibit No.	Description
99.1	Press Release dated June 01, 2021 announcing the acquisition of an LNG production facility in Port Allen, Louisiana.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STABILIS SOLUTIONS, INC.
	By: /s/James Reddinger
	James Reddinger
	President and Chief Executive Officer
Date: June 01, 2021

EX-99.1

Exhibit 99.1

Stabilis Solutions Acquires LNG Production Facility in Port Allen, Louisiana

Acquisition Immediately Expands Stabilis’ LNG Production Capacity by 30% and Provides a Strategic Supply Point to Support Gulf Coast Customers

HOUSTON, June 1, 2021 (GLOBE NEWSWIRE) -- Stabilis Solutions, Inc., ("Stabilis") (NASDAQ: SLNG), a leading provider of energy transition services including liquefied natural gas (“LNG”) and hydrogen fueling solutions, announced today that it has completed the acquisition of an LNG production facility in Port Allen, Louisiana from HR Nu Blu Energy, LLC. Terms of the acquisition were not disclosed.

The Port Allen facility is strategically located in the eastern Gulf Coast region and will support some of Stabilis’ largest customers. Built in 2018, the facility has nameplate production capacity of 30,000 LNG gallons per day which increases Stabilis’ total nameplate production capacity by approximately 30%. Stabilis believes that it will be able to sell all of the facility’s capacity immediately with contracts from existing customers.

“We are excited with the opportunities presented by the Port Allen acquisition,” commented Jim Reddinger, President and CEO of Stabilis. ”The facility’s location is ideal to meet the growing clean energy needs of our customers in the Gulf Coast region. In addition, it currently supports North America’s largest LNG-powered offshore service vessel fleet located in Port Fourchon, Louisiana. We are witnessing rapid expansion in LNG marine bunkering activity across North America, and this acquisition allows us to expand our LNG marine bunkering services to customers throughout the Gulf Coast, including the ports of Baton Rouge, New Orleans and beyond.”

Stabilis projects that the acquisition will be immediately accretive to earnings. Incremental annual EBITDA is projected to be $2.5 - $3.0 million.

Reddinger added, “The incremental cash flow that this acquisition creates demonstrates the tremendous operating leverage that exists in the Stabilis platform. We believe that additional opportunities exist to acquire LNG production facilities that expand our footprint across North America.”

About Stabilis

Stabilis Solutions, Inc. is a vertically integrated energy transition company that provides clean energy solutions to our customers. Our solutions include small-scale liquefied natural

gas (“LNG”) production, distribution and fueling services to multiple end markets in North America. Stabilis also provides hydrogen fueling services to its customers. Stabilis has safely delivered over 250 million gallons of LNG through more than 25,000 truck deliveries during its 16-year operating history in the LNG industry, which we believe makes us one of the largest and most experienced small-scale LNG providers in North America. Stabilis’ customers use LNG and hydrogen as fuel sources in a variety of applications in the industrial, energy, mining, utilities and pipelines, commercial, and high horsepower transportation markets. Stabilis’ customers use LNG and hydrogen as alternatives to traditional fuel sources, such as distillate fuel oil and propane, to lower fuel costs and reduce harmful environmental emissions. Stabilis’ customers also use LNG as a “virtual pipeline” solution when natural gas pipelines are not available or volumes are curtailed. To learn more, visit www.stabilis-solutions.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and 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. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “can,” “believes,” “anticipates,” “expects,” “could,” “will,” “plan,” “may,” “should,” “predicts,” “projects” “potential” and similar expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect the parties’ current beliefs, based on information currently available. Most of these factors are outside the parties’ control and are difficult to predict. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, among other things: the future performance of Stabilis, future demand for and price of LNG, availability and price of natural gas, unexpected costs, and general economic conditions.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Risk Factors in Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2021 which is available on the SEC’s website at www.sec.gov or on the Investors section of our website at www.stabilis-solutions.com. All subsequent written and oral forward-looking statements concerning Stabilis, or other matters attributable to Stabilis, or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Stabilis does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Contact:

Rich Cockrell

CG Capital

877.889.1972

slng@cg.capital

Company Contact:

Andrew Puhala

Chief Financial Officer

832-456-6500

ir@stabilis-solutions.com

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Cover Page	May 25, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 25, 2021
Entity Registrant Name	Stabilis Solutions, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-24575
Entity Tax Identification Number	59-3410234
Entity Central Index Key	0001043186
Amendment Flag	false
Entity Address, Address Line One	11750 Katy Freeway
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	832
Local Phone Number	456-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false