Koil Energy closes roughly $5.6M private placement
Preliminary third-quarter revenue is expected at $9.4 million to $10.0 million, representing approximately 48% to 57% year-over-year growth.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Koil Energy Solutions, Inc. completed a private placement on October 29, 2026, comprising 1,330,372 common shares at $2.50 each and pre-funded warrants for up to 919,628 shares at $2.499 each; the warrants have a $0.001 exercise price. Gross proceeds were approximately $5.6 million before expenses. The company paid a 6.0% placement-agent cash fee and reimbursed $50,000 in expenses.
Net proceeds are intended for working capital and general corporate purposes, including rental-equipment investments. Koil must file a resale registration statement within 30 days after closing and use commercially reasonable efforts to obtain effectiveness within 30 days after closing, or 60 days if the SEC reviews it.
For the three months ended September 30, 2026, preliminary unaudited revenue was expected at $9.4 million to $10.0 million, approximately 48% to 57% year-over-year growth; Adjusted EBITDA was expected at $0.7 million to $1.2 million, and net income (loss) at $160,000 to $600,000. Cash and cash equivalents were approximately $0.6 million as of September 30, 2026, before giving effect to placement proceeds. Estimates remain subject to quarter-end closing procedures and review; actual results may differ materially.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Preliminary revenue: approximately 48% to 57% year-over-year growth.
Negative
- None.
Filing Explained
The purchase agreement also limits future financing: subject to exceptions, the company and its subsidiaries agreed not to issue, agree to issue, or announce common shares or equivalents until 90 days after the agreement’s defined Effective Date, while a separate ban on variable-rate issuances runs until 180 days after that date.
8-K Event Classification
Key Figures
Key Terms
Private investment in public equity financial
Pre-Funded Warrants financial
resale registration rights regulatory
Adjusted EBITDA financial
Variable Rate Transaction financial
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were KLNG's preliminary third-quarter 2026 results?
How much did KLNG raise in its private placement?
What issuance restrictions did KLNG agree to after the placement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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. |
Private Placement
On October 27, 2026, Koil Energy Solutions, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and other accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement (i) an aggregate of 1,330,372 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $2.50 per share, and (ii) pre-funded warrants to purchase up to 919,628 shares of common stock (the “Pre-Funded Warrants”), at a purchase price of $2.499 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.001 per share. The foregoing transaction is referred to herein as the “Private Placement.” On October 29, 2026, the Company consummated the Private Placement.
Under the Purchase Agreement, the Purchasers are entitled to certain resale registration rights with respect to shares of the Company’s common stock issued. The Company is required to prepare and file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 30 days following the closing of the Private Placement. The Company must use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 30 days following the closing of the Private Placement (or within 60 days following the closing of the Private Placement if the SEC reviews the registration statement).
Subject to certain exceptions, the Company agreed that, from the date of the Purchase Agreement until 90 days after the Effective Date (as defined in the Purchase Agreement), neither the Company nor any subsidiary would issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto. The Company also agreed that, from the date of the Purchase Agreement until 180 days following the Effective Date, it would not effect or enter into an agreement to effect any issuance by the Company or any subsidiary of common stock or common stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement).
The Shares were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance with applicable state securities laws. The Shares were offered and sold only to “accredited investors” as that term is defined in Rule 501(a) under the Securities Act.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Proceeds and Placement Agent Compensation
The aggregate gross proceeds to the Company from the Private Placement were approximately $5.6 million, before deducting placement agent fees and other offering expenses. Lucid Capital Markets, LLC (the “Placement Agent”) acted as the sole placement agent for the Private Placement.
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Pursuant to an engagement letter (the “Engagement Letter”) between the Company and the Placement Agent, dated October 19, 2026, the Company paid the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds raised in the Private Placement. The Company also reimbursed the Placement Agent an aggregate of $50,000 for its non-accountable expenses. The Engagement Letter has indemnity and other customary provisions.
| ITEM 3.02 | Unregistered Sales of Equity Securities. |
The information regarding the Private Placement included in Item 1.01 above is incorporated by reference into this Item 3.02.
| ITEM 8.01 | Other Events. |
On October 28, 2026, the Company issued a press release announcing the Private Placement. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | Exhibits. |
(d) Exhibits:
| 10.1 | Form of Securities Purchase Agreement dated October 27, 2026, by and among the Company and the Purchasers |
| 99.1 | Press Release, dated October 28, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 30, 2026
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KOIL ENERGY SOLUTIONS, INC. | |
| By: |
/s/ Erik Wiik | |
| Erik Wiik | ||
| President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
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Exhibit 99.1
KOIL Energy Announces Pricing of $5.6 Million Private Placement and Preliminary Third Quarter 2026 Financial Results
Preliminary Third Quarter Revenue Expected Between $9.4 Million and $10.0 Million, Representing Year-Over-Year Growth of Approximately 48% to 57%
HOUSTON, Oct. 28, 2026 (GLOBE NEWSWIRE) -- KOIL Energy Solutions, Inc. (OTCQB: KLNG) ("KOIL" or the "Company"), a specialist in deepwater energy production and distribution equipment and services, today announced that it has entered into a securities purchase agreement with certain institutional and other accredited investors to raise approximately $5.6 million of gross proceeds through a private investment in public equity ("PIPE") financing of common stock or common stock equivalents.
"We are encouraged by the opportunities we are seeing in subsea pre-commissioning and the broader deepwater development market," said Erik Wiik, President and Chief Executive Officer of KOIL. "This financing is intended to support the next phase of our growth by allowing us to expand our rental equipment fleet and strengthen our service capabilities to better serve our customers. Our preliminary third-quarter results reflect the continued progress of the business, and we remain focused on deploying capital strategically to support long-term growth."
Pursuant to the terms of the securities purchase agreement, the Company has agreed to issue and sell 1,330,372 shares of common stock at a purchase price of $2.50 per share or, in lieu of common stock, pre-funded warrants to purchase up to 919,628 shares of common stock at a purchase price of $2.499 per pre-funded warrant. Each pre-funded warrant will have an exercise price of $0.001 per share.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including investments in rental equipment. The offering is expected to close on or about October 29, 2026, subject to the satisfaction of customary closing conditions.
Lucid Capital Markets is acting as the sole placement agent for the PIPE financing.
The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in the PIPE financing and the shares of common stock issuable upon exercise of the pre-funded warrants within 30 days of the date hereof.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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Preliminary Third Quarter 2026 Financial Results
Today, the Company also announced certain preliminary, unaudited financial results for the three months ended September 30, 2026. Based on currently available information, the Company expects to report the following:
| • | Revenue for the three months ended September 30, 2026, within the range of $9.4 million to $10.0 million; | |
| • | Adjusted EBITDA for the three months ended September 30, 2026, within the range of $0.7 million to $1.2 million; and | |
| • | Cash and cash equivalents of approximately $0.6 million as of September 30, 2026, prior to giving effect to the proceeds from the PIPE financing. |
The preliminary revenue range represents year-over-year growth of approximately 48% to 57%, reflecting continued momentum across the Company's subsea products and services business.
These preliminary financial results are based on management's current estimates and remain subject to the completion of the Company's customary quarter-end financial closing procedures and review. Actual results may differ materially from these preliminary estimates. The preliminary results should not be viewed as a substitute for the Company's full financial statements prepared in accordance with U.S. GAAP. The Company expects to report its full third quarter 2026 financial results in accordance with its regular reporting schedule.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss) available to common stockholders, adjusted to exclude net interest income, income taxes, depreciation and amortization, non-cash share-based compensation expense, non-cash impairments, non-cash gains or losses on the sale of property, plant and equipment, other non-cash items and one-time charges. The Company believes Adjusted EBITDA provides investors with additional information regarding its operating performance and facilitates comparisons of operating results across periods. Adjusted EBITDA may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP.
| (In thousands) | Three Months Ended September 30, 2026 |
| Net income (loss) | $160 - $600 |
| Add: Interest expense (income), net | 130 - 150 |
| Add: Income tax expense | 20 - 30 |
| Add: Depreciation and amortization | 220 - 240 |
| Add: Share-based compensation | 170 - 180 |
| Adjusted EBITDA | $700 - $1,200 |
About KOIL
KOIL 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's experienced team can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere in the world.
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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. Forward-looking statements include, without limitation, the satisfaction of customary closing conditions related to the PIPE financing, the size, timing and completion of the PIPE financing, the intended use of proceeds from the PIPE financing by the Company, and the preliminary third quarter financial results. Such forward-looking statements can be identified by the use of words such as "should," "might," "may," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," and "proposes." 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
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