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 ~~August~~October 1423, 2024

(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.)

14133 County Road 9½

Longmont, Colorado 80504

(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))

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, $0.005 par value	ENSV	NYSE American

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. ☐

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.

~~Sale~~Credit ofand ~~Future~~Security ~~Receivables~~ Agreement with Pathward National Association

On ~~August~~October 1323, 2024, Enservco Corporation (the “Company”) ~~entered into a Sale of Future Receivables Agreement~~ (~~the~~NYSE: ~~“Agreement”~~ENSV) ~~with~~and ~~Libertas~~its ~~Funding,~~wholly-owned ~~LLC~~subsidiary, aBuckshot ~~Connecticut~~Trucking ~~limited~~LLC ~~liability company~~ (“~~Libertas~~Buckshot”), toentered ~~sell~~into ~~future~~a ~~Company~~Credit ~~receipts~~and Security Agreement (the “~~Future~~Credit ~~Receipts~~Agreement”) ~~totaling~~with ~~$967~~Pathward,~~500~~ toNational ~~Libertas~~Association (~~the~~ “~~Amount Sold~~Pathward”) ~~in exchange~~ for a ~~purchase price of~~ $~~750,000~~3.5 ~~The~~million ~~Company~~Revolving ~~has~~Loan ~~agreed~~Facility ~~to deliver 4.33% of Future Receipts~~ (the “~~Specified Percentage~~Loan”) ~~every week until the entire Amount Sold and all fees or other amounts have been paid to Libertas~~. The parties agreed that an approximation of the Specified Percentage is $23,035 per week. Payment of the Amount Sold is guaranteed by Richard A. Murphy, the Company’s Chief Executive Officer and Chairman.

The ~~proceeds~~Credit Agreement provides Buckshot may borrow 90% of its eligible accounts receivable as provided in the ~~funding~~Credit ~~agreement~~Agreement. ~~are~~The ~~being~~Loan ~~utilized~~interest ~~for~~rate ~~working~~is ~~capital~~variable and ~~certain~~equal ~~third-party~~to ~~transaction~~the ~~expenses~~Wall ~~associated~~Street Journal Prime Rate plus 2.5% with ~~the~~a ~~Company’s~~minimum ~~recent~~interest ~~transactions~~rate asof ~~referenced~~8.0% inper annum calculated on the ~~Company’s~~higher ~~Current~~of ~~Report~~a) actual average monthly loan balance or b) $750,000. The Loan has an initial and annual loan fee of ~~Form~~$35,000 ~~8-K~~and asis ~~filed~~subject ~~with~~to $70,000 early exit fee if the ~~SEC~~Credit onAgreement ~~August~~is terminated within the first 12 months and $35,000 ~~2024~~if terminated in the subsequent 12 month period, after which, there is no termination fee.

The Loan is evidenced by a demand promissory note and is secured by all assets of Buckshot, with certain permitted liens including but not limited to certain existing liens relating to equipment purchases and purchase money security interests for equipment up to an aggregate of $250,000. Under the Credit Agreement, Buckshot may make distributions to the Company provided Buckshot has a debt coverage service ration of at least 1:25:1.00 and a minimum liquidity of $350,000 after giving effect to any such distribution. The Loan is guaranteed by the Company and is subject to a Security Agreement of all of the Company’s assets.

The proceeds of the Credit Agreement are being utilized for working capital and certain third-party transaction expenses associated with the Company’s recent transactions as referenced in the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2024.

The foregoing description of the terms of the Agreement is not intended to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.0203 Creation ~~Results~~ of ~~Operations~~a ~~and~~Direct Financial ~~Condition~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~August~~information ~~14,~~set ~~2024,~~forth ~~the~~in ~~Company~~Item ~~issued a press release announcing our financial results for the second quarter ended June 30, 2024~~1.01 ~~A copy of the press release~~ is ~~attached to this report as Exhibit 99.1 and~~ incorporated herein by reference.

~~The information included under~~ Item 2.0204 Triggering ofEvents ~~this~~that ~~report~~Accelerate ~~(including~~or ~~the~~Increase ~~exhibits)~~a isDirect ~~being~~Financial ~~furnished~~Obligation ~~and~~or ~~shall~~an ~~not~~Obligation ~~be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ~~of 1933~~Arrangement.

~~Item~~On September 30, 2024, the Company received a Declaration of Acceleration of an aggregate of $625,000 principal amount of certain promissory notes issued to Angel Capital Partners, LP and Equigen II , LLC (collectively, the “Note Holders”) issued on September 8, 2023 and October 5, 2023 with respect to an interest payment that was due July 10, 2024.07 ~~Submission~~From the date of ~~Matters~~receipt of such declaration, the Company and the Note Holders attempted to asettle ~~Vote~~such default amicably through negotiations. On October 30, 2024, the Company received Notification of ~~Security~~Service of case filed in the District Court of Harris County, Texas that a petition was filed on October 28, 2024 seeking judgment against the Company. The Company presently intends to attempt to settle this dispute with the Note Holders.

OnItem ~~August 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (“Annual Meeting”)~~8.01 Other ~~The results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:~~Events

~~Proposal~~On ~~No.~~November 1., ~~Election~~2024, the Company received correspondence from the NYSE/American LLC (the “Exchange”), that a Listing Qualifications Panel of ~~Directors.~~the ~~The~~Exchange ~~stockholders~~(the ~~elected~~“Panel”), ~~five~~which ~~directors~~had bymet with the Company at a ~~plurality~~Panel hearing on October 23, 2024, upheld the Exchange’s staff determination from June 10, 2024 that the Exchange should commence delisting proceedings of the ~~votes~~Company’s common stock because the Company failed to obtain the minimum of $6 million in stockholders’ equity by June 9, as2024. Under ~~follows:~~the Exchange rules, the Company has the right to appeal the Panel’s decision within 15 days.

Director	Votes For	Votes Withheld
Robert S. Herlin	18,096,252	431,355
William A. Jolly	18,299,965	227,642
Kevin Chesser	18,305,422	222,185
Marc A. Kramer	17,931,624	595,983
Richard A. Murphy	17,965,765	561,842

Also, on November 1, 2024, the Company was notified that the Exchange has suspended trading of the Company’s common stock on the NYSE American on such date because of the Panel’s decision.

~~Proposal No. 2.~~ The ~~stockholders~~Company ~~approved~~has ~~the amendment~~ applied to ~~the~~be ~~2016~~quoted ~~Stock~~on ~~Incentive~~the ~~Plan~~OTCQB toand ~~increase~~anticipates that the ~~number~~Company’s ~~of shares of~~ common stock ~~authorized~~will ~~for~~begin to ~~issuance~~be byquoted ~~3,466,666~~on ~~shares,~~the ~~with~~OTCQB within the ~~following~~next ~~votes:~~one to two weeks.

Votes For	Votes Against	Abstentions
17,752,440	647,456	127,711

Proposal No. 3. The stockholders ratified the appointment of the Pannell Kerr Forster, P.C. as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024, with the following votes:

Votes For	Votes Against	Abstentions
22,261,113	1,291,363	47,666

Proposal No. 4. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, with the following votes:

Votes For	Votes Against	Abstentions
17,768,337	600,820	158,450

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		~~Agreement~~Credit ofand ~~Sale~~Security ~~of Future Receipts~~Agreement, by and ~~between~~among ~~the~~Buckshot ~~Company~~Trucking ~~and~~LLC, ~~Libertas~~Enservco ~~Funding~~Corporation and Pathward, ~~LLC~~National Association. dated as of ~~August~~October 1323, 2024
10.2		~~Amended~~Security ~~Enservco~~Agreement, ~~Corporation~~by ~~2016~~and ~~Stock~~between ~~Incentive~~Enservco ~~Plan~~Corporation ~~(amended~~ and ~~restated~~Pathward, National Association dated as of ~~August~~October 2123, 2024)
99.1		Press Release dated August 14, 2024
10.3		Revolving Note issued by Buckshot Trucking LLC as of October 23, 2024.
10.4		Guaranty of Enservco Corporation in favor of Pathward, National Association dated as of October 23, 2024.
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 Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~August~~November 221, 2024.

	Enservco Corporation


	By:	/s/ Richard A. Murphy
		Richard A. Murphy, Chair and CEO

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