Stabilis Solutions, Inc S-1/A, filed Apr 20, 2022
Stabilis Solutions, Inc. (SLNG)
S-1/A
2022-04-20
View Original
Added on
October 26, 2026
As filed with the Securities and Exchange Commission on April 20, 2022
Registration No. 333-264229
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
Stabilis Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
________________________
| Florida | 4924 | 59-3410234 | ||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||||||||
11750 Katy Freeway, Suite 900
Houston, Texas 77079
(832) 456-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
________________________
Westervelt T. Ballard, Jr.
11750 Katy Freeway, Suite 900
Houston, Texas 77079
(832) 456-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________
Copies of all communications, including communications sent to agent for service, should be sent to:
Copies to:
Amy R. Curtis
C. Walker Brierre, Jr.
Holland & Knight LLP
811 Main Street, Suite 2500
Houston, Texas 77002
(713) 821-7000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
________________________
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-1 (Commission File No. 333-264229), originally filed April 11, 2022, with the Securities and Exchange Commission (the “SEC”), by Stabilis Solutions, Inc. (the “Registrant”), is being filed as an exhibit-only filing to file (i) an updated consent of Ham, Langston & Brezina, L.L.P., filed herewith as Exhibit 23.1 and (ii) an updated opinion of Joel Bernstein, Esq., Law Offices, filed herewith as Exhibit 5.1 (collectively, the “Updated Exhibits”). Accordingly, this Amendment No. 1 consists only of the cover page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Updated Exhibits filed herewith as Exhibit 23.1 and Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 5.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.1 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 21.1 | *** | |||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | *Powers of Attorney (included on signature pages of this Registration Statement) | |||||||
| 107 | *** | |||||||
* Filed herewith.
† Indicates management contract or compensatory plan, contract or arrangement.
*** Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 20, 2022.
| Stabilis Solutions, Inc. | |||||
By: | /s/ Andrew L. Puhala | ||||
| Andrew L. Puhala | |||||
| Senior Vice President and Chief Financial Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 20, 2022.
| Signature | Title | |||||||
| * | Chairman of the Board | |||||||
| J. Casey Crenshaw | ||||||||
| /s/ Westervelt T. Ballard, Jr. | President, Chief Executive Officer and Director | |||||||
| Westervelt T. Ballard, Jr. | (Principal Executive Officer) | |||||||
| /s/ Andrew L. Puhala | Senior Vice President and Chief Financial Officer | |||||||
| Andrew L. Puhala | (Principal Financial Officer and | |||||||
Principal Accounting Officer) | ||||||||
| * | Director | |||||||
| James G. Aivalis | ||||||||
| * | Director | |||||||
| Benjamin J. Broussard | ||||||||
| * | Director | |||||||
| Stacey B. Crenshaw | ||||||||
| * | Director | |||||||
| Edward L. Kuntz | ||||||||
| * | Director | |||||||
| Peter C. Mitchell | ||||||||
| * | Director | |||||||
| Matthew W. Morris | ||||||||
Andrew L. Puhala hereby signs this Amendment No. 1 to the Registration Statement on Form S-1 on behalf of each of the indicated persons for whom he is attorney-in-fact on April 20, 2022 pursuant to a power of attorney filed with the Registration Statement on Form S-1 (File No. 333-264229) filed with the SEC on April 11, 2022.
| *By: | /s/ Andrew L. Puhala | ||||
| Andrew L. Puhala | |||||
| Attorney-in-Fact | |||||
Exhibit 5.1
Law Offices
JOEL BERNSTEIN, ESQ.
2509 NW 63rd Street
Suite 300
Boca Raton, FL 33496
April 20, 2022
Stabilis Solutions, Inc.
11750 Katy Freeway, Suite 900
Houston, TX 77079
Ladies and Gentlemen:
We have acted as a counsel to Stabilis Solutions, Inc., a Florida corporation (the “Company”), in connection with its filing of a registration statement on Form S-1 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof (the “Registration Statement”). The Registration Statement relates to the offering for resale from time to time of 13,444,944 shares of common stock, $.001 par value, of the Company (the “Common Stock”) for the account of the selling shareholders identified in the Registration Statement.
For purposes of the opinion we express below, we have examined the originals or copies, certified or otherwise identified, of (i) the Articles of Incorporation and bylaws of the Company, each as amended and/or restated to date (the “Charter Documents”); (ii) the Registration Statement and all exhibits thereto; (iii) resolutions of the Board of Directors of the Company (the “Board”) with respect to the original issue of the Common Stock; (iv) the specimen Common Stock certificate of the Company; (v) certain corporate records of the Company, certificates of public officials, and of representatives of the Company; and (vi) certain statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed.
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed is true and correct, (ii) all signatures on all documents examined are genuine and provided by natural persons with legal capacity and authority to execute such documents, (iii) all documents submitted as originals are authentic and all documents submitted as copies conform to the originals of those documents, (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and will not have been terminated or rescinded.
We are, in this opinion, opining only on the Florida Business Corporation Act of the State of Florida (the “FBCA”). We are not opining as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Florida, any other laws, or as to matters of municipal law or the laws of any local agencies within any states (including “blue sky” or other state securities laws).
Based upon and subject to the foregoing, we are of the opinion that the issuance of the Common Stock has been duly authorized by all necessary corporate action of the Company, and is validly issued, fully paid and nonassessable.
This opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.
Please note that we are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and, following the effective date of the Registration Statement, we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related prospectus and any Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Yours very truly,
s/Joel Bernstein, Esq.Law Offices
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 10, 2022 relating to the consolidated financial statements of Stabilis Solutions, Inc. and Subsidiaries appearing in the Annual Report on Form 10-K for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
April 20, 2022