NEW YORK--(BUSINESS WIRE)--Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Enservco Corp. (NYSE: ENSV) on behalf of long-term stockholders following a class action complaint that was filed against Enservco on May 20, 2022 with a Class Period from May 13, 2021 to April 18, 2022. Our investigation concerns whether the board of directors of Enservco have breached their fiduciary duties to the company.
Enservco, through its subsidiaries, provides well enhancement and fluid management services to the onshore oil and natural gas industry in the United States.
Recently, the Company has employed several tactics in an apparent effort to strengthen its balance sheets. For example, in August 2020, Enservco’s Board of Directors approved a transaction to, inter alia, exchange 50% of the Company’s subordinated debt with Cross River Partners, L.P. (“Cross River Partners”), a related party. Enservco’s Chief Executive Officer, Defendant Richard A. Murphy, is managing member of Cross River Capital Management, LLC, the general partner of Cross River Partners. On February 3, 2021, Enservco exchanged the remaining 50% of its subordinated debt with Cross River Partners. In addition, the Company awarded a warrant to Cross River Partners to purchase up to 150,418 additional shares of the Company’s common stock in the future at an exercise price of $2.507 per share.
Moreover, during the second quarter of 2021, Enservco amended payroll tax returns originally filed for the third and fourth quarters of 2020 to claim refundable Employee Retention Credits (“ERCs”)—a type of tax credit provided for under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)—for those periods.
The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Enservco had defective disclosure controls and procedures and internal control over financial reporting; (ii) as a result, there were errors in Enservco’s financial statements relating to, inter alia, its transactions with Cross River Partners and accounting for ERCs; (iii) accordingly, the Company would need to restate certain of its financial statements and delay the filing of its 2021 annual report with the U.S. Securities and Exchange Commission (“SEC”); (iv) the Company downplayed the true scope and severity of its financial reporting issues; (v) accordingly, the Company could not file its delayed 2021 annual report with the SEC within its initially represented timeline; and (vi) as a result, the Company’s public statements were materially false and misleading at all relevant times.
On March 28, 2022, Enservco disclosed in an SEC filing that it had “concluded that the Company’s previously issued condensed consolidated financial statements as of and for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021” (collectively, the “Relevant Periods”) “should no longer be relied upon largely because of the Company’s accounting for a conversion of debt to equity with a related party,” namely, Cross River Partners. The Company further advised that it had “misinterpret[ed the] eligibility for certain employee retention tax credits under relevant provisions of the [CARES Act]” and would “amend its Quarterly Reports on Form 10-Q for the Relevant Periods to reflect restatements of its condensed consolidated financial statements for the Relevant Periods.”
On this news, Enservco’s stock price fell $0.45 per share, or 12.3%, to close at $3.21 per share on March 28, 2022.
On March 31, 2022, Enservco disclosed in an SEC filing that it could not timely file the Company’s annual report on Form 10-K with the SEC for the quarter and year ended December 31, 2021 because the Company was “in the process of restating [its] financial statements and preparing amendments to its Quarterly Reports on Form 10-Q filings for the Relevant Periods, which must be completed prior to the completion and filing of the Enservco’s Annual Report on Form 10-K for the period ended December 31, 2021.”
On this news, Enservco’s stock price fell $0.21 per share, or 7.78%, to close at $2.49 per share on April 1, 2022.
On April 4, 2022, Enservco disclosed in an SEC filing that its Chief Financial Officer, Defendant Marjorie A. Hargrave, “is departing the Company and will no longer be an executive officer and employee of the Company effective April 22, 2022.”
On this news, Enservco’s stock price fell $0.19 per share, or 7.48%, to close at $2.35 per share on April 5, 2022.
On April 11, 2022, Enservco filed amended quarterly reports with the SEC for the Relevant Periods, each of which reported adjusted net losses that increased, and adjusted other income that decreased, significantly for their respective periods.
Then, on April 18, 2022, Enservco disclosed in an SEC filing that the Company “will not be filing its Form 10-K for the fiscal year ended December 31, 2021 within the 15-day extension period provided by the Company’s 12b-25 filing” because it “intends to [again] amend its Quarterly Reports on Form 10-Q for the Relevant Periods to reflect restatements of its condensed consolidated financial statements for the Relevant Periods.”
On this news, Enservco’s stock price fell $0.38 per share, or 10.47%, to close at $3.25 per share on April 19, 2022.
If you are a long-term stockholder of Enservco, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Melissa Fortunato by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
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Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
