8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 6, 2022

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

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 (see General Instruction A.2. below):

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

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 8.01 Other Events.

On April 6, 2022, Energy Services of America Corporation (the “Company”) announced that Tri-State Paving Acquisition Company, a West Virginia corporation and a newly formed wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Agreement”) with Tri-State Paving & Sealcoat, LLC, a West Virginia corporation located in Hurricane, WV to acquire substantially all of the assets of Tri-State Paving for $7.5 million in cash, a $1.0 million seller note, and $1.0 million in the Company’s common stock. The Company expects the transaction will close on April 29, 2022.

A copy of the press release dated April 6, 2022, is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1 Press Release dated April 6, 2022

Exhibit 104 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, hereunto duly authorized.

Exhibit 99.1

ENERGY SERVICES OF AMERICA ANNOUNCES ACQUISITION

Huntington, WV   April 6, 2022- Energy Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA) formed a newly wholly owned subsidiary Tri-State Paving Acquisition Company, Inc., a West Virginia corporation, which has entered into an Asset Purchase Agreement with Tri-State Paving & Sealcoating, LLC (“Tri-State Paving” or “TSP”), a West Virginia corporation located in Hurricane, West Virginia to acquire substantially all of the assets of Tri-State Paving for $7.5 million in cash, a $1.0 million seller note, and $1.0 million in the Company’s common stock. The Company expects the transaction will close on April 29, 2022.

David Corns will continue his role as President of Energy Services’ new subsidiary and commented on the announcement. “This is the special type of business combination where everyone involved wins. Our customers, and especially our employees, will all benefit from the additional resources provided by our becoming part of the Energy Services family of companies. Over the last eighteen years TSP built our reputation around safety, quality, and customer service. We are a natural fit with Energy Services, and I am excited to see what the future holds for this new alliance.

Douglas Reynolds, President, commented on the announcement. “Tri-State Paving is a great company, and this acquisition extends and deepens our services offered to water distribution utilities. Increasing our exposure in the growing water market is a key strategic initiative for Energy Services, which makes Tri-State Paving a great fit.” Reynolds continued “We are also very pleased that David Corns had agreed to stay on with us. David has a tremendous amount of knowledge and experience in the industry, and we look forward to working with him.”

About Energy Services

Energy Services of America Corporation (NASDAQ: ESOA), headquartered in Huntington, WV, is a contractor and service company that operates primarily in the mid-Atlantic and Central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. Energy Services employs 700+ employees on a regular basis. The Company’s core values are safety, quality, and production.

Certain statements contained in the release including, without limitation, the words "believes," "anticipates," "intends," "expects" or words of similar import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans, the effect of the COVID-19 pandemic, the integration of acquired business and other factors referenced in this release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.