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: December 3, 2019

(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.)

999 18th Street, Suite 1925N

Denver, Colorado 80202

(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))

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. ☐

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, $.005 par value per share	ENSV	NYSE

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 3, 2019, Enservco Corporation (the “Company”) received a letter (the “Letter”) from the NYSE American LLC (the “NYSE American”) indicating that the NYSE American has determined, pursuant to Sections 1003(a)(i) and (ii) of the NYSE American Company Guide, that the Company has reported stockholders’ equity of less than $2 million as of September 30, 2019 and reported losses from continuing operations and/or net losses in its four most recent fiscal years. Accordingly, the Letter states that the Company must submit a plan of compliance (the “Plan”) by January 3, 2020 addressing how it intends to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide by June 3, 2021. The Company intends to fully comply with the NYSE American’s requests and will submit its Plan accordingly.

A copy of the Company’s press release dated December 6, 2019, regarding the receipt of the Letter from the NYSE American is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release dated December 6, 2019

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SIGNATURE

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.

	ENSERVCO CORPORATION
Date: December 6, 2019	By:	/s/ Ian Dickinson
		Ian Dickinson
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 6, 2019

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EX-99.1

 Exhibit 99.1

 

Enservco Receives Letter of Non-Compliance from NYSE American

DENVER, CO – December 6, 2019 – Enservco Corporation (NYSE American: ENSV), a diversified national provider of specialized well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced it has received notification from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American’s continued listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”) with respect to stockholders’ equity levels. 

Specifically, the Company is not in compliance with Sections 1003(a)(i) and (ii) of the Company Guide in that it has reported stockholders’ equity of less than $2 million as of September 30, 2019, and reported losses from continuing operations and/or net losses in its four most recent fiscal years.

In order to maintain its listing on the NYSE American, the Company was requested to submit a plan of compliance (the "Plan") by January 3, 2020 addressing how it intends to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide by June 3, 2021. The Company intends to fully comply with the NYSE American’s requests and will submit its Plan accordingly.

In addition, as previously reported, the Company received a notification from the NYSE American indicating the Company’s common stock has been selling for a low price per share for a substantial period of time, and the Company must demonstrate an improved share price or effect a reverse stock split of its common stock by no later than May 6, 2020, in order to maintain the listing of the Company’s common stock on the NYSE American.

Receipt of the notice from the NYSE American does not have any immediate effect on the listing of the Company's shares of common stock on the NYSE American, except that until the Company regains compliance with the NYSE American's listing standards, a ".BC" indicator will be affixed to the Company's trading symbol.

About Enservco

Through its various operating subsidiaries, Enservco provides a wide range of oilfield services, including hot oiling, acidizing, frac water heating, water transfer and related services.  The Company has a broad geographic footprint covering seven major domestic oil and gas basins and serves customers in Colorado, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com

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 contained in this release using the terms "may," “intends,” "expects to," and other terms 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, 2018, and subsequently filed documents with the SEC.  Forward looking statements in this news release that are subject to risk include the Company’s ability to regain compliance with the NYSE American’s listing requirements. It is important that each person reviewing this release understand the significant risks attendant to the operations of Enservco.  Enservco disclaims any obligation to update any forward-looking statement made herein, except as required by law.

Contact:

Pfeiffer High Investor Relations, Inc.

Jay Pfeiffer

Phone: 303-880-9000

Email: jay@pfeifferhigh.com