424B3 1 form424b3.htm

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-197634

 

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated September 19, 2014)

 

7,758,321 Shares of Common Stock

 

ECO-STIM ENERGY SOLUTIONS, INC.

 

 

 

This Prospectus Supplement No. 1 supplements the prospectus dated September 19, 2014 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-197634). The Prospectus and this prospectus supplement relate to resale of up to 7,758,321 shares of common stock of Eco-Stim Energy Solutions, Inc. (“we” or the “Company”), par value $0.001 per share, by the selling stockholders identified in the Prospectus.

 

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

 

We are filing this prospectus supplement to:

 

  (1)   include in the Prospectus the information contained in the attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on October 16, 2014;
       
  (2)   update certain information in the “Selling Stockholders” section included in the Prospectus as of October 16, 2014; and
       
  (3)   update certain information in the “Security Ownership of Certain Beneficial Owners and Management” section included in the Prospectus as of October 16, 2014.

 

 

 

Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 4 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

The date of this prospectus supplement is October 16, 2014.

 

 
 

 

PROSPECTUS SUPPLEMENT

 

Form 8-K

 

On October 16, 2014, we filed a Current Report on Form 8-K with the Securities and Exchange Commission. The text of such Form 8-K is attached hereto.

 

Updated selling stockholders information

 

The section captioned “Selling Stockholders” contained on pages 59-65 of the Prospectus is hereby amended and restated in its entirety to read as follows: 

 

SELLING STOCKHOLDERS

 

The selling stockholders may from time to time offer and sell any or all of our shares set forth below pursuant to this prospectus. When we refer to “selling stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in our shares other than through a public sale.

 

Certain selling stockholders may be deemed underwriters as defined in the Securities Act. Any profits realized by the selling stockholders may be deemed underwriting commissions.

 

The following table sets forth, as of the date of this prospectus, the name of the selling stockholders for whom we are registering shares for resale to the public, and the number of shares that each selling stockholder may offer pursuant to this prospectus. The shares offered by the selling stockholders were issued pursuant to exemptions from the registration requirements of the Securities Act. We have filed with the SEC, under the Securities Act, a Registration Statement on Form S-1 with respect to the resale of the shares from time to time by the selling stockholders, and this prospectus forms a part of that registration statement.

 

Beneficial ownership is determined in accordance with the rules of the SEC, and includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days of October 16, 2014 through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes to this table, each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. The percentages of ownership are based on 5,705,773 shares of common stock outstanding as of October 16, 2014.

  

 
 

 

Based on information provided to us by the selling stockholders and as of the date the same was provided to us, assuming that the selling stockholders sell all the shares beneficially owned by them that have been registered by us and do not acquire any additional shares during the offering, the selling stockholders will not own any shares other than those appearing in the column entitled “Shares Beneficially Owned After the Offering.” We cannot advise as to whether the selling stockholders will in fact sell any or all of such shares. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares in transactions exempt from the registration requirements of the Securities Act after the date on which it provided the information set forth on the table below.

 

Selling Stockholder  Numbers of Shares of Common Stock Beneficially Owned prior to Offering   Maximum Number of Shares of Common Stock to be Offered   Numbers of Shares of Common Stock Beneficially Owned after Offering   Percent Ownership
after Offering		 
                 
ACM EMERGING MARKETS MASTER FUND I LP (1)   3,310,648    3,310,648    -    - 
BJARTE BRUHEIM (2)   439,028    379,210    59,818    1.05%
Trek Partners III LLC (3)(4)   342,857    342,857    -    - 
Jon Christopher Boswell & Elizabeth A Boswell Jt Wros (3)(5)   202,143    202,143    -    - 
McKinney Investment Partners (3)(6)   177,814    177,814    -    - 
Freebird Partners LP (7)   175,000    175,000    -    - 
Steven Webster (3)   171,429    171,429    -    - 
Robert Cabes (3)   150,000    150,000    -    - 
Jon Christopher Boswell (8)   147,543    54,995    92,548    1.62%
BJARTE BRUHEIM & ELISABETH BRUHEIM JT WROS (3)(9)   146,429    146,429    -    - 
Mark A Stevenson (10)   142,694    131,096    11,598    * 
MORO AS (11)(12)   138,000    138,000    -    - 
Rome AS CO (13)   122,995    120,495    2,500    * 
ARVE NYHUS (14)   113,000    113,000    -    - 
ARVID ENGEBRETSEN (15)   110,000    110,000    -    - 
Impact Engineering, AS (16)   100,000    100,000    -    - 
OPDC I LP (3)(17)   100,000    100,000    -    - 
P2 Capital LLC (3)(18)   100,000    100,000    -    - 
LINDEN GROWTH PARTNERS LP (19)(20)   83,000    83,000    -    - 
Eamon J Flynn (21)   81,143    81,143    -    - 
McAfee Capital LLC (3)(22)   80,721    80,721    -    - 
Carlos Alberto Fernandez (3)(23)   77,143    77,143    -    - 
Alexander Nickolatos & Beth Nickolatos Jt Wros (24)   71,598    50,000    21,598    * 
NAVITAS CAPITAL LLC (25)   66,667    66,667    -    - 
TRh AS (3)(61)   63,847    63,847    -    - 
Carlos Fernandez (26)   60,168    32,850    27,318    * 
Cagan McAfee Capital Partners LLC (3)(27)   60,000    60,000    -    - 
BOBBY CHAPMAN (28)   50,000    25,000    25,000    * 
Michael Brown TTEE UA DTD 06/30/2000 Michael C Brown Trust (19)(29)   50,000    50,000    -    - 
Todd Waltz (30)   50,000    50,000    -    - 
Bjørnulf AS (3)(62)   47,886    47,886    -    - 
HATIDA AS (3)(31)   47,885    47,885    -    - 
AJEA INVEST AS (3)(63)   44,693    44,693    -    - 
Arcadia Holdings LLC (19)(32)   42,000    42,000    -    - 
Sunnmøre Gods Holding AS (19)(33)   41,700    41,700    -    - 
Norterm A/S (19)(34)   41,667    41,667    -    - 
Park Capital Management LLC (35)   29,167    29,167    -    - 
ERIK NORDBRENDEN (11)   28,000    28,000    -    - 
Cesar F Herrera Sisniega (36)   25,000    25,000    -    - 
Daniel D Hawk (19)   25,000    25,000    -    - 
Michael Peterson (3)   25,000    25,000    -    - 
MOUGINS CAPITAL (3)(37)   25,000    25,000    -    - 
Craig Murrin (38)   22,064    7,583    14,481    * 
Robert L Cabes Jr (3)   21,429    21,429    -    - 
BATAVIA EMPORIA TRUST UA DTD 4/20/2005 (39)(40)   20,834    20,834    -    - 
Steven Arnold & Tammy Arnold Jt Wros (19)   20,000    20,000    -    - 
Inge Olsen (41)   18,455    17,143    1,312    * 
Craig Murrin & Joan V Murrin JTWROS (3)(42)   17,500    17,500    -    - 
Michael Ogrizovich & Sonja Ogrizovich Jt Wros (19)   17,000    17,000    -    - 
MICHAEL WATZKY (11)   17,000    17,000    -    - 
Sheffick Enterprises LLC (19)(43)   17,000    17,000    -    - 
BRADLEY N ROTTER (39)   16,667    16,667    -    - 
MICHAEL L PETERSON & SHELLEY P PETERSON TTEES PETERSON FAMILY TRUST DTD 08/16/00 (39)(44)   16,667    16,667    -    - 
Thomas Bridges TTEE UA DTD 08/24 /2006 Thomas S Bridges Revocable Trust (19)(45)   16,667    16,667    -    - 
WADI Petroleum Inc (19)(46)   16,667    16,667    -    - 
CYRUS LOWE (11)   16,666    16,666    -    - 
Allen Gabrysch (3)(47)   16,446    16,446    -    - 
Robert S. Kaiser REV LV TR DTD 09-24-1992, as Amended (19)(48)   16,000    16,000    -    - 
Christopher A Krummel (49)   15,575    11,763    3,812    * 
Charles H Blumentritt (3)(50)   15,000    15,000    -    - 
David Gross (19)   15,000    15,000    -    - 
James Bizoukas (3)   15,000    15,000    -    - 
Thomas E Hardisty & Laura E Hardistry Ten Com (3)(51)   15,000    15,000    -    - 
GFSIII Investments LLC (19)(52)   13,000    13,000    -    - 
Thomas Hardisty (53)   12,697    6,385    6,312    * 
BRIAN HEFTY (3)(54)   11,763    11,763    -    - 
JEFF FREEDMAN (55)   15,000    10,000    5,000    * 
Ahmad Nezafati-Azar & Jean Nezafati-Azar Jt Wros (3)   10,000    10,000    -    - 
Don Dumont (19)   10,000    10,000    -    - 
Joseph Schwartz & Marla Schwartz Jt Wros (19)   10,000    10,000    -    - 
MARSHALL WOLF (11)   10,000    10,000    -    - 
NATALIE PACKER (11)   10,000    10,000    -    - 
Gus Angelopoulos & George Angelopoulos Jt Wros (19)   9,000    9,000    -    - 
Joshua Halpern & Fred Halpern Jt Wros (19)   9,000    9,000    -    - 
Ramin J Azar (19)   9,000    9,000    -    - 
Susan Richards & Timothy Richards Jt Wros (19)   9,000    9,000    -    - 
ELIZABETH ROSE (39)   8,417    8,417    -    - 
EUGENE RYESON IRREVOCABLE TRUST DTD FEBRUARY 26, 1987 (39)(56)   8,334    8,334    -    - 
GITA IYER (39)   8,334    8,334    -    - 
JAMES WOLFENBARGER (39)   8,334    8,334    -    - 
MICHAEL TODD BUCHANAN (39)   8,334    8,334    -    - 
NTC & CO FBO PHILIP KRANENBURG (39)(57)   8,334    8,334    -    - 
Sprig Resources Inc (19)(58)   8,333    8,333    -    - 
ALEKSANDER SZEWCZYK (11)   8,000    8,000    -    - 
Mirko Marich & Karen Marich Jt Wros (19)   7,000    7,000    -    - 
BARRY ROOTH (19)   5,000    5,000    -    - 
Charles Osearo (19)   5,000    5,000    -    - 
David Garfin (19)   5,000    5,000    -    - 
Joseph G Ingoglia (19)   5,000    5,000    -    - 
Perry Theodoros (19)   5,000    5,000    -    - 
Timothy L Drumhiller (19)   5,000    5,000    -    - 
JAVIER RIVERA (59)   4,950    1,200    3,750    * 
JOHN KINNEY (39)   4,168    4,168    -    - 
MORGAN STANLEY SMITH BARNEY (39)(60)   4,167    4,167    -    - 
MICHAEL KIRKSEY (11)   3,334    3,334    -    - 
Manuel Mangrobang (3)   2,000    2,000    -    - 
SERGIO JOSE ROMAN (11)   1,700    1,700    -    - 
JOSEPH C BAKER JR (11)   1,667    1,667    -    - 
TOTAL        7,758,321           

 

 
 

 

* Indicates less than 1%.
   
(1) Includes 1,333,333 shares of common stock issued to ACM in connection with its exercise of the Option; and 1,977,314 shares of common stock issuable upon conversion of the Convertible Note. Voting and dispositive power over the securities owned by ACM is held by John Yonemoto, Gregory B. Bowes, Pieter Wernink, Serdar Saginda, James O’Brien and Michael Warren, who serve on the Investment Committee of Albright Capital Management LLC, the general partner of ACM.
   
(2) Includes 379,210 shares of common stock acquired prior to December 2013 as equity interest in FRI and 59,818 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Bjarte Bruheim is Executive Chairman of the Company and a shareholder of Geo-Texture. Mr. Bruheim served as chairman of the board of FRI and FRIBVI.
   
(3) Beneficial ownership acquired prior to December 2013 as equity interest in FRI.
   
(4) Voting and dispositive power over securities owned by Trek Partners III is held by Phillip Curry, Jennifer Curry, William S. O’Donnell, Sr., William S. O’Donnell, Jr., Suzanne O’Donnell, Audrey O’Donnell, Walter O’Donnell, Walter T. Burke, Kenneth O’Donnell, Jr. and Tobin O’Donnell.
   
(5) Jon Christopher Boswell is a director, President and Chief Executive Officer of the Company. Mr. Boswell served as a director, President and Chief Executive Officer of FRI and FRIBVI.
   
(6) Voting and dispositive power over securities owned by McKinney Investment Partners is held by Sydney Wil VanLoh, Jr.
   
(7) Includes 125,000 shares of common stock acquired in October and November 2013 as part of FRI’s private placement and 50,000 shares of common stock acquired in July 2014 as part of the Company’s private placement. Curtis W. Huff has sole voting and dispositive power over the securities held by Freebird Partners LP.

 

 
 

 

(8) Includes 54,995 shares of common stock acquired prior to December 2013 as equity interest in FRI and 92,548 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Jon Christopher Boswell is a director, President and Chief Executive Officer of the Company. Mr. Boswell served as a director, President and Chief Executive Officer of FRI and FRIBVI.
   
(9) Bjarte Bruheim is Executive Chairman of the Company and a shareholder of Geo-Texture. Mr. Bruheim served as chairman of the board of FRI and FRIBVI.
   
(10) Includes 127,596 shares of common stock acquired prior to December 2013 as equity interest in FRI, 3,500 shares of common stock acquired in July 2014 as part of the Company’s private placement and 11,598 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Mark Stevenson served as Vice President of FRIBVI.
   
(11) Beneficial ownership acquired in July 2014 as part of the Company’s private placement.
   
(12) Voting and dispositive power over securities owned by Moro AS is held by Kristin Mortensen and Roar Mortensen.
   
(13) Includes 120,495 shares of common stock acquired prior to December 2013 as equity interest in FRI and 2,500 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Voting and dispositive power of the securities owned by Rome AS, Co is held by Jogeir Romestrand. Mr. Romestrand is a director of the Company.
   
(14) Includes 85,000 shares of common stock acquired in October and November 2013 as part of FRI’s private placement and 28,000 shares of common stock acquired in July 2014 as part of the Company’s private placement.
   
(15) Includes 70,000 shares of common stock acquired in October and November 2013 as part of FRI’s private placement and 40,000 shares of common stock acquired in July 2014 as part of the Company’s private placement.
   
(16) Voting and dispositive power over securities owned by IMPACT ENGINEERING, AS is held by Rome AS, Hatida AS, Bjarte Henry Bruheim, Trh AS, Bjørnulf AS, Aurcol AS, Høgnabben AS, and Primary Mar Ltd. Mr. Jogeir Romestrand, a director of Impact Engineering, AS and the Company, holds voting and dispositive power over securities owned by Rome AS. Mr. Idar Hatloy, Chairman of Impact Engineering, AS, holds voting and dispositive power over securities owned by Hatida AS. Mr. Bjarte Henry Bruheim is Executive Chairman of the Company and a shareholder of Geo-Texture. Mr. Bruheim also served as chairman of the board of FRI and FRIBVI. Mr. Tore Rodal, a director of Impact Engineering, AS, holds voting and dispositive power over securities owned by Trh AS. Mr. Asbjorn Hasund holds voting and dispositive power over securities owned by Bjørnulf AS. Mr. Ole Reinhart Noto holds voting and dispositive power over securities owned by Høgnabben AS.
   
(17) Voting and dispositive power over securities owned by OPDC I LP is held by Eric McAfee. Mr. McAfee served as sole director, President and CEO of NEV.
   
(18) Voting and dispositive power over securities owned by P2 Capital LLC is held by Marguerite McAfee, Elizabeth McAfee and Jennifer McAfee.
   
(19) Beneficial ownership acquired in October and November 2013 as part of FRI’s private placement.
   
(20) Voting and dispositive power over securities owned by Linden Growth Partners LP is held by Paul J. Coviello.
   
(21) Includes 77,643 shares of common stock acquired prior to December 2013 as equity interest in FRI and 3,500 shares of common stock acquired upon exercise of vested options. Eamon Flynn serviced as Vice President of FRI and FRIBVI.

 

 
 

 

(22) Voting and dispositive power over securities owned by McAfee Capital LLC is held by Eric McAfee. Mr. McAfee served as sole director, President and CEO of NEV.
   
(23) Carlos Fernandez is director, Executive Vice President-Global Business Development and General Manager-Latin America of the Company. Mr. Fernandez was a director of FRI and FRIBVI.
   
(24) Includes 50,000 shares of common stock acquired prior to December 2013 as equity interest in FRI and 21,598 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Alexander Nickolatos is the Chief Financial Officer and Assistant Secretary of the Company. Mr. Nickolatos served as Controller of FRI and FRIBVI.
   
(25) Includes 16,667 shares of common stock acquired prior to December 2013 as equity interest in Vision and 50,000 shares of common stock acquired prior to December 2013 as equity interest in FRI. Park Capital Management LLC holds voting and dispositive power over the securities owned by Navitas Capital LLC as its managing member. Mr. Adam McAfee holds voting and dispositive power over securities owned and managed by Park Capital Management LLC.
   
(26) Includes 32,850 shares of common stock acquired prior to December 2013 as equity interest in FRI and 27,318 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Carlos Fernandez is director, Executive Vice President-Global Business Development and General Manager-Latin America of the Company. Mr. Fernandez was a director of FRI and FRIBVI.
   
(27) Voting and dispositive power over securities owned by Cagan McAfee Capital Partners LLC is held by Eric McAfee and Laird Cagan. Mr. McAfee served as sole director, President and CEO of NEV.
   
(28) Includes 25,000 shares of common stock acquired in October and November 2013 as part of FRI’s private placement and 25,000 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Bobby Chapman is Chief Operating Officer of the Company.
   
(29) Voting and dispositive power over securities owned by Michael C Brown Trust is held by Michael Brown.
   
(30) Todd Waltz served as director, President and Chief Executive Officer of the Company.
   
(31) Voting and dispositive power over securities owned by HATIDA AS is held by Idar Hatloy. Idar Hatloy is Chairman of Impact Engineering, AS.
   
(32) Voting and dispositive power over securities owned by Arcadia Holdings, LLC is held by George Skestos.
   
(33) Voting and dispositive power over securities owned by Sunnmøre Gods Holding AS is held by Ole-Reinhart Notø, Stein Notø, Leif Otto Nesseth and Harald Bjørlykkehave.
   
(34) Voting and dispositive power over securities owned by Norterm A/S is held by Gro Sveinsvoll, Ann Kristin Sveinsvoll, Trond Sveinsvoll and Gunn Sveinsvoll.
   
(35) Includes 4,167 shares of common stock acquired prior to December 2013 as equity interest in Vision and 25,000 shares of common stock acquired prior to December 2013 as equity interest in FRI. Voting and dispositive power over securities owned by Park Capital Management LLC is held by Adam McAfee.
   
(36) Includes 8,333 shares of common stock acquired in October and November 2013 as part of FRI’s private placement and 16,667 shares of common stock acquired in July 2014 as part of the Company’s private placement.

 

 
 

 

(37) Voting and dispositive power over securities owned by Mougins Capital is held by Paul Schoeder. Mr. Schoeder served as Secretary and Treasurer of NEV and FRI.
   
(38) Includes 7,583 shares of common stock acquired prior to December 2013 as equity interest in FRI and 14,481 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Craig Murrin is Secretary and General Counsel of the Company. Mr. Murrin was one of the founders of FRIBVI and served as advisor to FRI and FRIBVI.
   
(39) Beneficial ownership acquired prior to December 2013 as equity interest in Vision.
   
(40) Voting and dispositive power over securities owned by BATAVIA EMPORIA TRUST UA DTD 4/20/2005 is held by Blair Krueger.
   
(41) Includes 17,143 shares of common stock acquired prior to December 2013 as equity interest in FRI and 1,312 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Inge Olsen was an affiliate and served as an advisor of FRI and FRIBVI.
   
(42) Craig Murrin is Secretary and General Counsel of the Company. Mr. Murrin was one of the founders of FRIBVI and served as advisor to FRI and FRIBVI.
   
(43) Voting and dispositive power over securities owned by Sheffick Enterprises LLC is held by Michael Azar, John S. Moroun and Barbara Cleek.
   
(44) Voting and dispositive power over securities owned by MICHAEL L PETERSON & SHELLEY P PETERSON TTEES PETERSON FAMILY TRUST DTD 08/16/00 is held by Michael Peterson and Shelley Peterson.
   
(45) Voting and dispositive power over securities owned by Thomas S Bridges Revocable Trust is held by Thomas S. Bridges.
   
(46) Voting and dispositive power over securities owned by WADI Petroleum Inc is held by Bruce Dice, Kevin Dice and Kirk Dice.
   
(47) Allen Gabrysch served as Vice President - Chemicals of FRI and FRIBVI.
   
(48) Voting and dispositive power over securities owned by ROBERT S. KAISER REV LV TR DTD 09-24-1992, AS AMENDED is held by Robert S. Kaiser.
   
(49) Includes 11,763 shares of common stock acquired prior to December 2013 as equity interest in FRI and 3,812 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Christopher Krummel is a director of the Company and a member of our Audit Committee. Mr. Krummel was a consultant to FRI and FRIBVI.
   
(50) Charles Blumentritt is a consultant of the Company and Geo-Texture. Mr. Blumentritt was a consultant of FRI and FRIBVI.
   
(51) Thomas Hardisty served as director of the Company and as advisor of FRI and FRIBVI.
   
(52) Voting and dispositive power over securities owned by GFSIII Investments LLC is held by Guy F. Stovall, III.
   
(53) Includes 6,385 shares of common stock acquired prior to December 2013 as equity interest in FRI and 6,312 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Thomas Hardisty served as director of the Company and as advisor of FRI and FRIBVI.
   
(54) Brian Hefty was a member of the advisory board of FRI.
   
(55) Includes 10,000 shares of common stock acquired in July 2014 as part of the Company’s private placement and 5,000 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(56) Voting and dispositive power over securities owned by EUGENE RYESON IRREVOCABLE TRUST DTD FEBRUARY 26, 1987 is held by Eugene Ryesong.
   
(57) Voting and dispositive power over securities owned by NTC & CO FBO PHILIP KRANENBURG is held by Philip Kranenburg.
   
(58) Voting and dispositive power over securities owned by Sprig Resources Inc is held by Roger A. Soape and C. Frank Robinson.
   
(59) Includes 1,200 shares of common stock acquired in July 2014 as part of the Company’s private placement and 3,750 restricted shares that are vested or will vest within 60 days of October 16, 2014.
   
(60) Voting and dispositive power over securities owned by MORGAN STANLEY SMITH BARNEY is held by Todd Waltz. Todd Waltz served as director, President and Chief Executive Officer of the Company.
   
(61) Voting and dispositive power over securities owned by TRH AS is held by Tore Rodal.
   
(62) Voting and dispositive power over securities owned by BJØRNULF AS is held by Asborn Hasund.
   
(63) Voting and dispositive power over securities owned by AJEA INVEST AS is held by Asborn Solevaagseide.

 

 
 

 

Security Ownership of Certain Beneficial Owners and Management

 

The section captioned “Security Ownership of Certain Beneficial Owners and Management” contained on page 67 of the Prospectus is hereby amended and restated in its entirety to read as follows:

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

At October 16, 2014, we had 5,705,773 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of October 16, 2014 by:

 

  ● each person known by us to be the beneficial owner of more than 5% of our common stock;
  ● each of our directors;
  ● each of our named executive officers; and
  ● our named executive officers and directors as a group.

 

Unless otherwise indicated, the business address of each person listed is in care of 2930 W. Sam Houston Pkwy N., Suite 275, Houston, TX 77043. The percentages in the table are computed using a denominator of [8,120,635] shares of common stock outstanding, consisting of 5,705,773 shares of outstanding common stock plus [2,414,862] shares of common stock issuable upon the exercise of all outstanding options, warrants, rights or conversion privileges which are exercisable within 60 days of October 16, 2014. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

 

Name and Address of Beneficial Owner (1)  Number of Shares   Percentage of Class 
5% Stockholders:          
ACM Emerging Markets Master Fund I, L.P.   3,310,648(2)   40.77%
Trek Partners III (3)   342,857    4.22%
Directors and Executive Officers:          
Bjarte Bruheim   585,457(4)   7.21%
Executive Chairman          
Jon Christopher Boswell   349,686(5)   4.31%
Director, President and Chief Executive Officer          

Carlos Fernandez

Director, Executive Vice President-Corporate Business

Development and General Manager Latin America

   137,311(6)   1.69%
Rome AS, Co   125,495(7)   1.55%
Alexander Nickolatos   71,598(8)   *
Chief Financial Officer and Assistant Secretary          
Bobby Chapman   75,000(9)   *
Chief Operating Officer          
Christopher Krummel   15,575(10)   *
Director          
Total   5,013,627    61.74%
All executive officers and directors as a group (4 executive officers and 8 directors)   1,360,122    16.75%

 

* indicates less than 1%.
   
(1) Unless otherwise specified the address of each stockholder is 2930 West Sam Houston Parkway North, Suite 275, Houston, Texas 77043.
   
(2) Includes 1,977,314 shares of common stock issuable upon conversion of the Convertible Note. Voting and dispositive power over the securities owned by ACM is held by John Yonemoto, Gregory B. Bowes, Pieter Wernink, Serdar Saginda, James O’Brien and Michael Warren, who serve on the Investment Committee of Albright Capital Management LLC, the general partner of ACM.
   
(3) The address of Trek Partners III is 7500 San Felipe, Suite 1600 Houston, TX 77063. Voting and dispositive power over securities owned by Trek Partners III is held by Phillip Curry, Jennifer Curry, William S. O’Donnell, Sr., William S. O’Donnell, Jr., Suzanne O’Donnell, Audrey O’Donnell, Walter O’Donnell, Walter T. Burke, Kenneth O’Donnell, Jr. and Tobin O’Donnell.
   
(4) Includes 59,818 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(5) Includes 92,548 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(6) Includes 27,318 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(7) Includes 5,000 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014. Voting and dispositive power over the securities owned by Rome AS, Co is held by Jogeir Romestrand. Mr. Romestrand is a director of the Company.
   
(8) Includes 21,598 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(9) Includes 50,000 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.
   
(10) Includes 3,812 shares of common stock issuable upon exercise of options that are vested or will vest within 60 days of October 16, 2014.

 

 
 

  

 

 

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): October 10, 2014

 

ECO-STIM ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   31104   20-8203420
(State or other jurisdiction of   (Commission   (I.R.S. Employer
incorporation or organization)   File Number)   Identification No.)

 

2930 W. Sam Houston Pkwy N., Suite 275, Houston, TX   77043
(Address of principal executive offices)   (Zip Code)

 

281-531-7200

(Registrant’s telephone number, including area code)

 

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))

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

QM Purchase Order

 

On October 10, 2014, a subsidiary of Eco-Stim Energy Solutions, Inc. (the “Company”) entered into a purchase order (the “Purchase Order”) with QM Equipment SA for the purchase of well stimulation equipment for a total purchase price of approximately $8,743,245.

 

The foregoing description is a summary of the Purchase Order, does not purport to be complete and is qualified in their entirety by reference to the Purchase Order, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

GBCI Purchase Agreement

 

On October 10, 2014, the Company entered into an equipment purchase agreement (the “Purchase Agreement”) with Gordon Brothers Commercial & Industrial, LLC for the purchase of certain turbine powered pressure pumping equipment for a total purchase price of approximately $6,500,000, a portion of which is being financed. The total amount financed, including any accrued interest, will become due and payable in full on April 1, 2015.

The foregoing description is a summary of the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

2
 

 

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.

 

  ECO-STIM ENERGY SOLUTIONS, INC.
     
  By: /s/ Jon Christopher Boswell
    Jon Christopher Boswell
    President and Chief Executive Officer
     
Date: October 16, 2014    

 

3