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ENSV > SEC Filings for ENSV > Form 8-K on 23-Jan-2013All Recent SEC Filings

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Form 8-K for ENSERVCO CORP


23-Jan-2013

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation F-D Disclosures

As described in Item 3.02 of the current report on Form 8-K dated November 2, 2012, Enservco completed an equity financing in which it issued 5,699,428 shares of its common stock and warrants to purchase 2,849,714 shares (exercisable at $0.55 per share through November 30, 2017). Also as described in that current report on Form 8-K, Enservco issued additional warrants to acquire 449,456 shares (also exercisable at $0.55 per share through November 30, 2017) and warrants to acquire 225,000 shares to Enservco's investor relations firm.

Also as described in that current report on Form 8-K, Enservco's chairman converted $1,477,700 of debt owed to him by Enservco into 4,222,000 shares of common stock and 2,111,000 common stock purchase warrants on the same terms as the private placement.

Thereafter, Enservco issued an additional 125,000 shares of common stock to an unaffiliated consultant for anticipated investor relations services. In addition, Enservco granted the consultant warrants to purchase an additional 200,000 shares of common stock, which warrants are exercisable at $0.40 per share, through June 1, 2016, but which warrants are not currently vested or exercisable. The warrants only vest and become exercisable if on June 2, 2013, the Investor Relations Consulting Agreement remains in full force and effect, no default by the consultant has occurred thereunder, and the volume-weighted average price ("VWAP") of Enservco's common stock as quoted on its principal market for the 30 day period ending May 31, 2013, is not less than $0.55 per share as VWAP is commonly calculated and reported. If the warrants do not vest on June 2, 2013, they shall be terminated and expire on such date without notice. The shares issuable upon exercise of the warrants have certain piggy-back registration rights. The consultant is an accredited investor as that term is defined in the federal securities laws. The shares and the warrants were sold without the payment of any commissions or finders' fees, and without any form of advertising or general solicitation and were issued pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder, as well as
Section 4(a)(5) thereof.

As a result of the completion of the financing, as of December 31, 2012, Enservco has the following common stock capitalization:

                            Common stock or common   Notes
                            stock equivalent
Shares outstanding          31,825,294

Warrants and options        9,235,601                Common stock equivalent;
outstanding                                          exercise prices range from
                                                     $0.40 to $2.14
                                                     expiration dates range from
                                                     2/27/2013 to 11/30/2017

Convertible securities      None
outstanding



Item 9.01 Financial Statements and Exhibits

(a) No financial statements of businesses acquired must be filed with this Form 8-K

(b) No pro forma financial information must be filed with this Form 8-K

(c) This Form 8-K does not report any shell company transactions

(d) Exhibits:

10.1 Press Release dated January 15, 2013

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