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): September 30, 2021
U.S. WELL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38025 | 81-1847117 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
1360 Post Oak Boulevard Suite 1800 Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) |
(832) 562-3730
(Registrant’s telephone number, including area code)
Not Applicable
(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 | Ticker | Name of each exchange | ||
CLASS A COMMON STOCK $0.0001, par value per share | USWS | NASDAQ Capital Market | ||
WARRANTS | USWSW | NASDAQ Capital Market |
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. |
On September 30, 2021, U.S. Well Services, LLC (“USWS”), a subsidiary of U.S. Well Services, Inc., entered into an Equipment Sale Agreement (the “Agreement”) with Python Holdings, LLC (the “Buyer”), pursuant to which USWS agreed to sell three turbine generators (the “Equipment”) for an aggregate purchase price of $35,000,003.10 on the terms and conditions set forth in the Agreement. The closing of the sale of the Equipment is subject to certain conditions set forth in the Agreement. The Agreement provides that USWS will indemnify the Buyer from certain losses resulting from breaches of representations and covenants contained in the Agreement or resulting from USWS’ ownership of the Equipment prior to the closing of the sale of the Equipment.
In connection with the entry into the Agreement, an affiliate of the Buyer has also agreed to provide power services, including the provision of the Equipment to provide power for USWS’ operations for a minimum of 12 months for each turbine.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
10.1 | Equipment Sale Agreement between U.S. Well Services, LLC and Python Holdings, LLC, dated September 30, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
U.S. WELL SERVICES, INC. | ||
By: | /s/ Kyle O’Neill | |
Name: | Kyle O’Neill | |
Title: | Chief Financial Officer |
October 6, 2021
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