Koil Energy Solutions, Inc. filed a Form 8-K on October 30, 2026, disclosing the consummation on October 29, 2026, of a private placement of common stock and pre-funded warrants that raised approximately $5.6 million in aggregate gross proceeds.

Key Highlights

  • Shares issued: 1,330,372 shares of common stock at $2.50 per share, plus pre-funded warrants to purchase up to 919,628 shares at $2.499 per warrant.
  • Pre-funded warrant exercise price: $0.001 per share.
  • Gross proceeds: Approximately $5.6 million, before placement agent fees and other offering expenses.
  • Placement agent: Lucid Capital Markets, LLC received a cash fee equal to 6.0% of aggregate gross proceeds and a $50,000 non-accountable expense reimbursement.
  • Registration obligation: The company is required to file a resale registration statement with the SEC within 30 days following the October 29, 2026, closing.
  • Lock-up on new issuances: The company agreed not to issue common stock or common stock equivalents for 90 days after the Effective Date, and not to enter into any Variable Rate Transaction for 180 days after the Effective Date.

Koil Energy Solutions Private Placement: Terms and Restrictions

According to the filing, Koil Energy Solutions, Inc. entered into a securities purchase agreement on October 27, 2026, with certain institutional and other accredited investors. The company agreed to issue and sell 1,330,372 shares of common stock, par value $0.001 per share, at $2.50 per share, and pre-funded warrants to purchase up to 919,628 additional shares at a purchase price of $2.499 per pre-funded warrant. The private placement was consummated on October 29, 2026, and the company disclosed aggregate gross proceeds of approximately $5.6 million before deductions for fees and expenses.

The filing states that Lucid Capital Markets, LLC acted as the sole placement agent under an engagement letter dated October 19, 2026. The company paid the placement agent a cash fee equal to 6.0% of aggregate gross proceeds and reimbursed the placement agent $50,000 for non-accountable expenses. The shares were offered under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, and were sold only to accredited investors as defined in Rule 501(a) under the Securities Act. The filing notes that the shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.

Under the purchase agreement, the company must file a resale registration statement within 30 days of closing and use commercially reasonable efforts to have it declared effective within 30 days of closing, or within 60 days if the SEC reviews the registration statement. The company also agreed, subject to certain exceptions, that neither it nor any subsidiary would issue or announce the issuance of common stock or common stock equivalents for 90 days after the Effective Date, and that it would not effect any Variable Rate Transaction for 180 days after the Effective Date. The filing was signed by Erik Wiik, President and Chief Executive Officer.

What Was Disclosed

Koil Energy Solutions disclosed a private placement of shares and pre-funded warrants closed October 29, 2026, raising approximately $5.6 million gross, with Lucid Capital Markets, LLC as sole placement agent and resale registration rights granted to purchasers.