SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January 2023
Commission File Number: 001-38091
NATIONAL ENERGY SERVICES REUNITED CORP.
(Exact name of Registrant as specified in its charter)
(Translation of registrant’s name into English)
777 Post Oak Blvd., Suite 730
Houston, Texas 77056
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒
Information Contained in this Form 6-K Report
On January 9, 2023, National Energy Services Reunited Corp. (“NESR”) issued a press release announcing the receipt of an additional determination letter from the Nasdaq Capital Market. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by NESR under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
|99.1||Press Release dated January 9, 2023.|
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.
|NATIONAL ENERGY SERVICES REUNITED CORP.|
|Date: January 9, 2023||By:||/s/ Stefan Angeli|
|Title:||Chief Financial Officer|
National Energy Services Reunited Corp. Announces Receipt of Additional Determination Letter from Nasdaq
HOUSTON, January 9, 2023 / National Energy Services Reunited Corp. (“NESR” or “the Company”) (NASDAQ:NESR)(NASDAQ:NESRW), an international, industry-leading provider of integrated energy services in the Middle East and North Africa (“MENA”) region, today announced the receipt of an additional determination letter (the “Letter”), dated January 4, 2023, from the Nasdaq Capital Market (“Nasdaq”). The Letter states that the Company is not in compliance with the Nasdaq’s continued listing requirements as the Company has not yet filed its Interim Financials for the period ended June 30, 2022 (the “2022 Interim Financials”), as required by Nasdaq Listing Rule 5250(c)(2), and furthermore, did not hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a).
The Letter specifies that the Company should present its views with respect to these additional compliance deficiencies in writing to the Nasdaq Hearings Panel (the “Panel”) no later than January 11, 2023. The Panel, who on December 15, 2022, granted the Company’s request for continued listing on the Nasdaq Capital Market provided that the Company regains compliance with Listing Rule 5250(c)(1) by filing its Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 20-F”) with the SEC on or before April 25, 2023, will consider both additional compliance deficiencies in their decision regarding the Company’s continued listing on The Nasdaq Capital Market.
As disclosed previously in press releases on March 14, 2022, June 17, 2022, and November 17, 2022, the Company’s annual financial statements for the years ended December 31, 2020, 2019, and 2018, as well the interim financial information for the first 3 calendar quarters of 2021, respectively, need to be restated and consequently cannot be relied upon. The Company is working diligently to file both its 2021 20-F and 2022 Interim Financials with the SEC and to regain compliance with the Nasdaq Listing Rules as soon as possible. Once the 2021 20-F and 2022 Interim Financials are filed with the SEC and available to the Company’s shareholders, the Company anticipates holding its next annual meeting of shareholders.
Founded in 2017, NESR is one of the largest national oilfield services providers in the MENA and Asia Pacific regions. With over 5,000 employees, representing more than 60 nationalities in over 15 countries, the Company helps its customers unlock the full potential of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions, Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services, Wireline, Slickline, Drilling Fluids and Rig Services.
Forward Looking Statements
This communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation, statements regarding the potential scope and timing of the financial restatement, plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities, and the assumptions underlying or relating to any such statement.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: the amount, scope and timing of any financial restatement that may be required, information that may be discovered in the course of the Company’s completion of the reconciliations of its financial results and related analysis; the ability to recognize the anticipated benefits of the Company’s recent business combination transaction, which may be affected by, among other things, the price of oil, natural gas, natural gas liquids, competition, the Company’s ability to integrate the businesses acquired and the ability of the combined business to grow and manage growth profitably; integration costs related to the Company’s recent business combination; estimates of the Company’s future revenue, expenses, capital requirements and the Company’s need for financing; the risk of legal complaints and proceedings and government investigations; the Company’s financial performance; success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; current and future government regulations; developments relating to the Company’s competitors; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic and market conditions, political disturbances, war, terrorist acts, international currency fluctuations, business and/or competitive factors; and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”).
You are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this communication to reflect any new information or future events or circumstances or otherwise, except as required by law. You should read this communication in conjunction with other documents which the Company may file or furnish from time to time with the SEC.
For inquiries regarding NESR, please contact:
Blake Gendron - VP Investor Relations & Business Development
National Energy Services Reunited Corp.