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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):
October 1, 2026
Energy Services of America Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-32998 |
20-4606266 |
(State or other Jurisdiction
of
Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 75
West 3rd Ave., Huntington,
West Virginia |
|
25701 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| Registrant’s telephone number, including area code: |
(304) 522-3868 |
|
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 (see General
Instruction A.2. below):
| ¨ | 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 symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 |
ESOA |
The Nasdaq Stock Market LLC |
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 8.01 Other Events
On October 1, 2026, Energy
Services of America Corporation (the “Company” or “Energy Services”) announced it has entered into an Asset Purchase
Agreement with FAMCO, Inc. (“FAMCO”), a West Virginia utility contractor focused primarily on water and sewer infrastructure.
Under the terms of the agreement,
Energy Services’ new subsidiary, FAMCO Acquisition, Inc., will purchase substantially all of the operating assets of FAMCO
for a base purchase price of $6.95 million, subject to the adjustments and other terms set forth in the agreement. At closing, three-eighths
of the purchase price will be paid in cash. One-half of the purchase price will be paid in Energy Services common stock, to be issued
as soon as possible after closing, and the remaining one-eighth will be withheld pending a post-closing true-up. The Company currently
anticipates the transaction will close on or about October 9, 2026, subject to satisfaction or waiver of the applicable closing conditions
and other circumstances that may affect the timing of closing.
Certain statements contained in the release including,
without limitation, the words "believes," "anticipates," "intends," "expects" or words of similar
import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance
or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic
and business conditions, changes in business strategy or development plans, the integration of acquired business and other factors referenced
in this release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking
statements contained herein to reflect future events or developments.
A copy of the press release
dated October 1, 2026 is included as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed
for any purpose.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated October 1, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| |
ENERGY SERVICES OF AMERICA CORPORATION |
| |
|
| DATE: |
October 1, 2026 |
By: |
s/Charles Crimmel |
| |
|
Charles Crimmel |
| |
|
Chief Financial Officer |
Exhibit 99.1
ENERGY SERVICES OF AMERICA ANNOUNCES AGREEMENT TO ACQUIRE FAMCO, INC.
Huntington, WV, October 1, 2026 - Energy
Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA), today announced it has entered
into an Asset Purchase Agreement with FAMCO, Inc. (“FAMCO”), a West Virginia utility contractor focused primarily on
water and sewer infrastructure.
Under the terms of the agreement, Energy Services’
new subsidiary, FAMCO Acquisition, Inc., will purchase substantially all of the operating assets of FAMCO for a base purchase price
of $6.95 million, subject to the adjustments and other terms set forth in the agreement. At closing, three-eighths of the purchase price
will be paid in cash. One-half of the purchase price will be paid in Energy Services common stock, to be issued as soon as possible after
closing, and the remaining one-eighth will be withheld pending a post-closing true-up. The Company currently anticipates the transaction
will close on or about October 9, 2026, subject to satisfaction or waiver of the applicable closing conditions and other circumstances
that may affect the timing of closing.
FAMCO is an established West Virginia contractor
with an experienced workforce, equipment fleet, customer relationships and contract backlog in water and sewer infrastructure. The acquisition
is expected to complement the Company’s existing water and utility construction operations.
“We are excited to add FAMCO to the Energy
Services team,” Douglas Reynolds, President, commented on the announcement. “FAMCO brings experienced people, equipment and
customer relationships that complement our existing operations and further strengthen our capabilities in water and utility construction.”
About Energy Services
Energy
Services of America Corporation (NASDAQ: ESOA), headquartered in Huntington, WV, is a contractor and service company that operates primarily
in the mid-Atlantic and Central regions of the United States and provides services to customers in the natural gas, petroleum, water
distribution, automotive, chemical, and power industries. Energy Services employs 1,400+ employees on a regular basis. The Company's
core values are safety, quality, and production.
Investor Relations:
Steven Hooser
Three Part Advisors, LLC
(214) 872-2710
Certain statements contained in the release including,
without limitation, the words "believes," "anticipates," "intends," "expects" or words of similar import,
constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance
or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic
and business conditions, changes in business strategy or development plans, the integration of acquired business and other factors referenced
in this release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking
statements contained herein to reflect future events or developments.
