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): March 5, 2024 (February 21, 2024)

Victory Oilfield Tech, Inc.

(Exact name of registrant as specified in its charter)

Nevada		002-76219-NY		87-0564472
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3355 Bee Caves Road, Suite 608, Austin, Texas		78746
(Address of principal executive offices)		(Zip Code)

(512) 347-7300

(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: None

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.

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 8.01. Other Events

Management was contacted by Castle Placement, LLC (“Castle”) asserting a claim that it is due compensation from our subsidiary H2 Energy Group Inc. (“H2EG”) pursuant to provisions in a terminated engagement agreement for financial advisory services. H2EG disagrees with Castle’s interpretation of the agreement. Castle and H2EG are attempting to resolve this disagreement, but if they are unable to do so H2EG will defend any action by Castle and reserves all defenses and counterclaims.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Victory Oilfield Tech, Inc.

Date :March 5, 2024
			/s/ Jim McGinley
			Jim McGinley
			Chief Executive Officer

VICTORY OILFIELD TECH, INC. 8-K