false 0001670349 0001670349 2021-01-25 2021-01-25 0001670349 us-gaap:CommonClassAMember 2021-01-25 2021-01-25 0001670349 us-gaap:WarrantMember 2021-01-25 2021-01-25




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2021


U.S. Well Services, Inc.

(Exact name of registrant as specified in its charter)













(State or other jurisdiction of


(Commission File Number)


(I.R.S. Employer Identification No.)

1360 Post Oak Boulevard
Suite 1800

Houston, TX 77056

(Address of principal executive offices)

(832) 562-3730

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share




NASDAQ Capital Market





NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 7.01

Regulation FD Disclosure.

On January 25, 2021, U.S. Well Services, Inc. (the “Company”) issued a press release announcing that on January 22, 2021 it received written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for at least 10 consecutive business days, from January 8, 2021 to January 21, 2021, the Company’s market value of listed securities has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the alternative requirement set forth under Nasdaq Listing Rule 5550(b)(2) (the “MLVS Requirement”) and the matter with respect to the MLVS Requirement is now closed. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


As previously disclosed, the Company was also notified by Nasdaq on December 29, 2020 that it had not regained compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) by its December 28, 2020 deadline and the Nasdaq therefore had determined to delist the Company’s common stock. The Company appealed the Nasdaq’s determinations regarding the Minimum Bid Price Requirement to a Hearings Panel (the “Panel”) and plans to present its plan to regain compliance with the Minimum Bid Price Requirement at its upcoming hearing before the Panel.


In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01Financial Statements and Exhibits.








Press Release dated January 25, 2021.



Cover Page Interactive Data File (embedded within the Inline XBRL document) 





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.













U.S. Well Services, Inc.









Dated: January 25, 2021






/s/ Kyle O’Neill







Kyle O’Neill







Chief Financial Officer