ensv20240711_424b5.htm

424B5 1 ensv20240711_424b5.htm FORM 424B5 ensv20240711_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-280602

Prospectus

Up to 35,000,000 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by Keystone Capital Partners, LLC (“Keystone” or the “Selling Stockholder”) of up to 35,000,000 shares of Common Stock, par value $0.005 per share (the “Common Stock”), that have been or may be issued by us to Keystone pursuant to that certain Common Stock Purchase Agreement, dated as of June 11, 2024, by and between us and Keystone (the “Purchase Agreement”), establishing an equity line of credit (the “Keystone Committed Equity Financing”). Such shares of our Common Stock include (a) up to 33,583,333 shares of Common Stock that we may elect, in our sole discretion, to issue and sell to Keystone, from time to time from and after the Commencement Date under the Purchase Agreement, and subject to applicable stock exchange rules and (b) up to 1,416,667 shares of Common Stock (the “Commitment Shares”) that have been or will be issued to Keystone as consideration for it entering into the Purchase Agreement.

The actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares of our Common Stock sold to the Selling Securityholder under the Purchase Agreement, but will not exceed the number set forth in the preceding sentences unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (SEC), See “The Keystone Equity Financing” for a description of the Purchase Agreement and “Selling Securityholder” for additional information regarding Keystone.

The Selling Securityholder may offer, sell or distribute all or a portion of the shares of our Common Stock acquired under their respective Purchase Agreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sales are within the sole discretion of the Selling Securityholder. The Selling Securityholder is an underwriter under the Securities Act with respect to the resale of shares held by the Selling Securityholder. Although Keystone is obligated to purchase shares of our Common Stock under the terms and subject to the conditions and limitations of the Purchase Agreement to the extent we choose to sell such shares of our Common Stock to it (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to Keystone, or that Keystone will sell any or all of the shares of our Common Stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. The Selling Securityholder will bear all commissions and discounts, if any, attributable to its sale of shares of our Common Stock. See “Plan of Distribution.”

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our Common Stock by the Selling Securityholder. We may receive up to $10.0 million in aggregate gross proceeds from Keystone under the Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the Purchase Agreement after the date of this prospectus. However, the actual proceeds from Keystone may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold.

	Page
ABOUT THIS PROSPECTUS	ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
RECENT DEVELOPMENTS	2
THE OFFERING	5
RISK FACTORS	6
KEYSTONE EQUITY FINANCING	10
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	15
DIVIDEND POLICY	15
DESCRIPTION OF CAPITAL STOCK	15
SELLING STOCKHOLDER	18
PLAN OF DISTRIBUTION	19
LEGAL MATTERS	21
EXPERTS	21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	21
WHERE YOU CAN FIND MORE INFORMATION	22

Shares of Common Stock offered By the Selling Stockholder	Up to 35,000,000 shares of our Common Stock that have been or may be issued by us to Keystone pursuant to the Purchase Agreement, including the Commitment Shares.

Use of Proceeds	We will not receive any proceeds from the resale of the shares of Common Stock to be offered by the Selling Stockholder. However, we may receive gross proceeds of up to $10.0 million from the sale of our Common Stock to the Selling Stockholder under the Purchase Agreement. We intend to use any proceeds from any sales of shares of Common Stock to Keystone under the Purchase Agreement for working capital, strategic and general corporate purposes. See “Use of Proceeds” on page 14 for more information.

Plan of Distribution	The Selling Stockholder may sell or otherwise dispose of the shares of our Common Stock covered by this prospectus in a number of different ways and at a varying prices. For further information, see “Plan of Distribution” beginning on page 19.

Risk Factors	You should read the “Risk Factors” section of this prospectus and other information contained or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Common Stock.

Assumed Average Purchase Price Per Share	Number of Registered Shares to be Issued if Full Purchase⁽¹⁾	Percentage of Outstanding Shares After Giving Effect to the Issuance to Keystone⁽²⁾	Gross Proceeds from the Sale of Shares to Keystone Under the Purchase Agreement
$0.10	35,000,000	47.8%	$3,500.000
$0.215⁽³⁾	35,000,000	47.8%	$7,000,000
$0.30	33,333,333	46.6%	$10,000,000
$0.450	22,222,222	36.8%	$10,000,000
$0.60	16,666,667	30.4%	$10,000,000

SEC Form 424B5 filed by Enservco Corporation