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Koil Energy Solutions Inc

For the period ended Dec 31, 2023. Filed Mar 27, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 27, 2024

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Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

PART I
Item 1Business1
Item 1ARisk Factors6
Item 1BUnresolved Staff Comments6
Item ICCybersecurity6
Item 2Description of Property7
Item 3Legal Proceedings7
Item 4Mine Safety Disclosures7
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities8
Item 6[Reserved]8
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations8
Item 7AQuantitative and Qualitative Disclosures About Market Risk16
Item 8Financial Statements and Supplementary Data16
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure17
Item 9AControls and Procedures17
Item 9BOther Information17
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections17
PART III
Item 10Directors, Executive Officers and Corporate Governance18
Item 11Executive Compensation20
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters23
Item 13Certain Relationships and Related Transactions, and Director Independence24
Item 14Principal Accountant Fees and Services24
PART IV
Item 15Exhibits and Financial Statement Schedules25
Signatures26

i

Forward-Looking Information

Unless otherwise indicated, the terms “Koil Energy Solutions, Inc.”, “Koil Energy”, “Company”, “we”, “our” and “us” are used in this report to refer to Koil Energy Solutions, Inc., a Nevada corporation, and its direct and indirect wholly owned subsidiaries.

In this Annual Report on Form 10-K (the “Report”), we may make certain forward-looking statements (“Statements”), including statements regarding our plans, strategies, objectives, expectations, intentions, and resources that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We do not undertake to update, revise, or correct any of the Statements. The Statements should also be read in conjunction with our audited consolidated financial statements and the notes thereto.

The Statements contained in this Report that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Statements contained herein are based on current expectations that involve a number of risks and uncertainties. These Statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “should”, “intend”, “plan”, “could”, “is likely”, or “anticipates”, or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We caution the readers that these Statements are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other Statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by us, may not be realized. Because of the number and range of assumptions underlying our projections and Statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this Report. These Statements are based on current expectations, and we assume no obligation to update this information. Therefore, our actual experience and the results achieved during the period covered by any projections or Statements may differ substantially from those projected. Consequently, the inclusion of projections and other Statements should not be regarded as a representation by us or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the Statements contained herein will prove to be accurate.

The risks and uncertainties mentioned previously relate to, among other matters, the following:

·Economic uncertainty and financial market conditions may impact our customer base, suppliers, and backlog;
·The volatility of oil and natural gas prices;
·Our use of percentage-of-completion accounting could result in volatility in our results of operations;
·A portion of our contracts may contain terms with penalty provisions;
·Fluctuations in the price and supply of raw materials used to manufacture our products may reduce our profits and could materially impact our ability to meet commitments to our customers;
·Our operations could be adversely impacted by the continuing effects of government regulations;
·International and political events may adversely affect our operations;
·Our operating results may vary significantly from quarter to quarter;
·We may be unsuccessful at generating profitable internal growth;
·The departure of key personnel could disrupt our business;
·Our business requires skilled labor, and we may be unable to attract and retain qualified employees;
·Unfavorable legal outcomes could have a negative impact on our business; and
·Impact of global health crises, including epidemics and pandemics.

ii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.