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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)
May 19, 2026
KOIL ENERGY SOLUTIONS, INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
000-30351 |
|
75-2263732 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
1310
Rankin Road, Houston, TX 77073
(Address of principal executive offices) (Zip Code)
(281) 517-5000
Registrant’s telephone number, including
area code
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. ☐
SECTION 1 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
| ITEM 1.01 |
Entry into a Material Definitive Agreement. |
On May 19, 2026, Koil Energy Solutions, Inc., a Nevada
corporation, and its subsidiary Koil Energy Solutions, Inc., a Delaware corporation (together, the “Borrower”), entered into
a Loan and Security Agreement (the “Loan Agreement”) with nFusion Capital Finance, LLC, including its successors and assigns,
as lender (the “Lender”). The Loan Agreement provides for a revolving credit facility in a maximum principal amount of up
to $5.0 million, with availability based on an advance rate of 85% of the Borrower’s eligible accounts, in each case subject to
customary reserves, adjustments and conditions precedent. The loans under the Loan Agreement bear interest at an annual rate equal to
the prime rate as published in the Wall Street Journal, subject to a floor of 6.75%, plus a margin of 4.75%, calculated on the basis of
a 360-day year for the actual number of days elapsed, and are subject to a default interest rate as provided in the Loan Agreement. The
Loan Agreement has an initial stated maturity date of 12 months from the effective date of the Loan Agreement and will automatically renew
for successive one-year terms unless earlier terminated in accordance with its terms, including the Lender’s right to terminate
upon 90 days’ notice or immediately upon an event of default. The Loan Agreement includes customary representations and warranties,
affirmative and negative covenants (including, among others, limitations on additional indebtedness, liens, investments, asset dispositions,
and dividends and share repurchases), reporting obligations and events of default.
The Borrower’s obligations under the Loan Agreement
are secured by a first-priority security interest in substantially all of the personal property assets of the Borrower, including accounts,
inventory, equipment, deposit accounts, general intangibles and other collateral, subject to permitted liens and customary intercreditor
arrangements, and the Loan Agreement contains customary provisions permitting the Lender, among other things, to adjust reserves, conduct
collateral audits and require control, landlord and bailee agreements. In connection with the Loan Agreement, the Borrower paid a loan
fee equal to 1.0% of the $5.0 million maximum revolver amount and agreed to pay a monthly collateral monitoring fee equal to 0.25% of
the average gross balance of eligible accounts, together with specified lockbox, wire, ACH, UCC and tax monitoring fees, and an early
termination fee equal to 2.0% of the maximum revolver amount in certain circumstances.
The foregoing description of the Loan Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Loan Agreement filed as Exhibit 10.1 to this Current Report
on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
| 10.1 |
Loan and Security Agreement dated May 19, 2026, between the Company and certain of its subsidiaries and nFusion Capital Finance, LLC |
| 10.2 |
Revolving Credit Note dated May 19, 2026, between the Company and certain of its subsidiaries and nFusion Capital Finance, LLC |
| 99.1 |
Press Release issued by Koil Energy Solutions, Inc. dated May 22, 2026 |
SIGNATURE
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 thereunto duly authorized.
Date: May 22, 2026
|
KOIL ENERGY SOLUTIONS, INC. |
| |
|
| |
By: |
/s/ Erik Wiik |
| |
|
Erik Wiik |
| |
|
President and Chief Executive Officer |
| |
|
(Principal Executive Officer)
|
Exhibit 99.1
Koil Energy Secures New $5 Million
Asset-Based Credit Facility
May 21, 2026
HOUSTON, May 21, 2026 (GLOBE NEWSWIRE) -- KOIL Energy Solutions, Inc.
(OTCQB: KLNG), a specialist in deepwater energy production and distribution equipment and services, today announced the closing of a new
asset-based lending facility.
KOIL entered a $5 million asset-based revolving line of credit with
nFusion Capital Finance, LLC, (“nFusion”), an Austin, Texas-based private working capital finance company. The facility, which
will be drawn on an as-needed basis, will support working capital and accelerate KOIL’s strategy to expand its fleet of rental equipment,
and replace a prior receivables factoring arrangement with a commercial bank, which has been repaid in full and terminated.
As a result of this new facility and the payoff of the prior factoring arrangement, KOIL currently has no outstanding financial debt other
than lease obligations.
“This new facility with nFusion provides flexible capital to
support the continued expansion of our high-margin rental equipment offering, which we believe will be an important driver of KOIL’s
long-term growth,” said Kurt Keller, Chief Financial Officer, KOIL. “Importantly, the facility also provides us with additional
liquidity and financial flexibility as we continue to scale the business.”
About KOIL (www.koilenergy.com)
KOIL Energy is a leading energy services company offering subsea equipment
and support services to the world's energy and offshore industries. We provide innovative solutions to complex customer challenges presented
between the production facility and the energy source. Our core services and technological solutions include distribution system installation
support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services. Additionally, KOIL Energy's
experienced team can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere
in the world.
Forward-Looking Statements
Any forward-looking statements in the preceding paragraphs of this
release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected
in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures,
sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials
and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission,
copies of which are available from the Company without charge.
Investor Relations Contact:
ir@koilenergy.com
281-862-2201
