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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 15, 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 2 – FINANCIAL INFORMATION
| ITEM 2.02 |
Results of Operations and Financial Condition. |
On May 15, 2026, Koil Energy Solutions, Inc. issued
a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit
99.1 to this report and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 99.1 |
Press Release issued by Koil Energy Solutions, Inc. dated May 15, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 15, 2026
|
KOIL ENERGY SOLUTIONS, INC. |
| |
|
| |
By: |
/s/ Erik Wiik |
| |
|
Erik Wiik |
| |
|
President and Chief Executive Officer |
| |
|
(Principal Executive Officer)
|
Exhibit 99.1
KOIL Energy Reports First Quarter
2026 Results
May 15, 2026
HOUSTON, May 15, 2026 (GLOBE NEWSWIRE) -- KOIL Energy Solutions, Inc.
(OTCQB: KLNG), a specialist in deepwater energy production and distribution equipment and services, today announced its first quarter
2026 results.
"I’m extremely proud of the KOIL team delivering another
record revenue quarter. In the first quarter, we achieved revenue of $8.2 million, representing a 56% year-over-year increase," said
Erik Wiik, President and Chief Executive Officer of KOIL Energy. " This was driven by a winning sales team and an outstanding operations
crew."
For the three months ending March 31, 2026, KOIL Energy generated revenues
of $8.2 million, 56% higher than the first quarter of 2025 and 13% higher sequentially. Growth was driven by a significant increase in
fixed-price contract activity, along with incremental contributions from service projects.
Gross profit for the quarter totaled $2.6 million, or 32% of revenues,
compared to $1.7 million, or 31% of revenues, during the first quarter of 2025.
Selling, general, and administrative expenses during the quarter equaled
$2.3 million, up $611,000 from the prior year, mainly due to increased headcount. A more meaningful comparison is quarter-over-quarter,
which showed an increase of $230,000. The sequential increase was primarily driven by charges related to the year-end audit and marketing
costs. Neither of these costs will recur in the remaining quarters of this year. Adjusted EBITDA was 7% of revenue, or a gain of $572,000.
During this quarter, KOIL won a significant manufacturing contract
with an international offshore installation company. The scope of work included the modification of a large offshore carousel. The Company
was also awarded a contract to supply a subsea distribution system for a deepwater project in the Gulf of America, which marks meaningful
progress toward our objective of becoming an integrated system supplier. In addition, KOIL secured a significant contract to perform load-out,
transit, and installation monitoring services offshore West Africa. Finally, a high volume of smaller contracts contributed meaningfully
to the quarter’s strong results.
The Company believes its growth trajectory is sustainable. Revenue
from new clients added to the portfolio last year, representing 10% of 2025 annual revenue, contributed about 25% of revenue in the first
quarter of 2026.
The global subsea market remains highly attractive, with growth in
greenfield developments complemented by even faster expansion in subsea tie-back projects, creating a compelling near-term global
opportunity. Subsea tie-backs represent the core area of KOIL Energy’s expertise.
More than 100 investors attended last week’s investor days, either
in person or via webcast, to review “KOIL 2030,” a bold strategic roadmap focused on three pillars: 1) systems solution, 2)
Brazilian expansion, and 3) rental equipment.
Shareholders can find a more detailed overview of the Company’s
strategy by visiting the investor relations section of KOIL’s website, which includes the presentation deck, webcast replay, and
a virtual tour of the Company’s state-of-the-art Houston facility.
KOIL will host an investor conference call to discuss its first quarter
of 2026 results on Friday, May 15, 2026, at 10:00 am Eastern Time. Interested parties may listen to the call through a webcast link or
by dialing in. (See below for details.)
PARTICIPANT WEBCAST LINK:
https://edge.media-server.com/mmc/p/hcndufov
PARTICIPANT DIALS:
PARTICIPANT DIAL IN (TOLL FREE) 1-833-630-1956
PARTICIPANT INTERNATIONAL DIAL IN 1-412-317-1837
The earnings release and a replay of the conference call will also
be available on the Company's website, www.koilenergy.com, under the "Investors"
section.
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
KOIL ENERGY SOLUTIONS, INC.
SUMMARY FINANCIAL DATA
(UNAUDITED)
Comparative Condensed Consolidated Income Statement
| | |
Three Months Ended March 31, |
| (In thousands, except per share amounts) | |
2026 | |
2025 |
| Revenues | |
$ | 8,174 | | |
$ | 5,250 | |
| Cost of sales | |
| 5,563 | | |
| 3,598 | |
| Selling, general and administrative | |
| 2,338 | | |
| 1,727 | |
| Operating (loss) income | |
| 273 | | |
| (75 | ) |
| Other income (expense), net | |
| (3 | ) | |
| 54 | |
| (Loss) income before income tax expense | |
| 270 | | |
| (21 | ) |
| Provision for income tax | |
| (29 | ) | |
| (8 | ) |
| Net income (loss) | |
$ | 241 | | |
$ | (29 | ) |
| Net income (loss) per share, basic | |
$ | 0.02 | | |
$ | (0.00 | ) |
| Weighted-average shares outstanding, basic | |
| 12,197 | | |
| 12,088 | |
Comparative Condensed Consolidated Balance Sheets
| | |
March 31, | |
December 31, |
| (In thousands) | |
2026 | |
2025 |
| Assets: | |
| | | |
| | |
| Cash | |
$ | 1,185 | | |
$ | 1,535 | |
| Other current assets | |
| 10,682 | | |
| 8,410 | |
| PP&E, net | |
| 3,606 | | |
| 3,642 | |
| Other non-current assets | |
| 6,128 | | |
| 6,227 | |
| Total assets | |
$ | 21,601 | | |
$ | 19,814 | |
| | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Current liabilities | |
$ | 6,750 | | |
$ | 5,140 | |
| Other long-term liabilities | |
| 5,495 | | |
| 5,711 | |
| Total liabilities | |
| 12,245 | | |
| 10,851 | |
| Stockholders' equity | |
| 9,356 | | |
| 8,963 | |
| Total liabilities and stockholders' equity | |
$ | 21,601 | | |
$ | 19,814 | |
Adjusted EBITDA
| | |
Three Months Ended March 31, |
| (In thousands) | |
2026 | |
2025 |
| Net income (loss) | |
$ | 241 | | |
$ | (29 | ) |
| Deduct: Interest income, net | |
| (6 | ) | |
| (13 | ) |
| Add: Income tax expense | |
| 29 | | |
| 8 | |
| Add: Depreciation and amortization | |
| 178 | | |
| 146 | |
| Add: Share-based compensation | |
| 131 | | |
| 70 | |
| Deduct: Gain on sale of asset | |
| (1 | ) | |
| (1 | ) |
| Add: Restructuring costs | |
| – | | |
| 158 | |
| Adjusted EBITDA | |
$ | 572 | | |
$ | 339 | |
Cash Flow Data
| | |
Three Months Ended March 31, |
| (In thousands) | |
2026 | |
2025 |
| Cash provided by (used in): | |
| | | |
| | |
| Operating activities | |
$ | 414 | | |
$ | (766 | ) |
| Investing activities | |
| (216 | ) | |
| (463 | ) |
| Financing activities | |
| (535 | ) | |
| – | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (13 | ) | |
| – | |
| Change in cash | |
$ | (350 | ) | |
$ | (1,229 | ) |
