Koil Energy Solutions closes $5.6M private placement

ITEM 1.01

Entry into a Material Definitive Agreement.

Private Placement

On October 27, 2026, Koil Energy Solutions, Inc. (the "Company") entered into a securities purchase agreement¹ (the "Purchase Agreement") with certain institutional and other accredited investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell in a private placement (i) an aggregate of 1,330,372 shares of the Company's common stock, par value $0.001 per share (the "Shares"), at a purchase price of $2.50 per share, and (ii) pre-funded warrants to purchase up to 919,628 shares of common stock (the "Pre-Funded Warrants"), at a purchase price of $2.499 per Pre-Funded Warrant³. Each Pre-Funded Warrant has an exercise price of $0.001 per share. The foregoing transaction is referred to herein as the "Private Placement." On October 29, 2026, the Company consummated the Private Placement².

Under the Purchase Agreement, the Purchasers are entitled to certain resale registration rights with respect to shares of the Company's common stock issued. The Company is required to prepare and file a resale registration statement with the Securities and Exchange Commission (the "SEC") within 30 days following the closing of the Private Placement⁴. The Company must use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 30 days following the closing of the Private Placement (or within 60 days following the closing of the Private⁵

Placement if the SEC reviews the registration statement)⁵.

Subject to certain exceptions, the Company agreed that, from the date of the Purchase Agreement until 90 days after the Effective Date (as defined in the Purchase Agreement), neither the Company nor any subsidiary would issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto. The Company

ITEM 8.01

Other Events.

On October 28, 2026, the Company issued a press release announcing the Private Placement⁶. A copy of the Company's press release is attached as Exhibit 99.1 hereto.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01

Exhibits.

(d) Exhibits:

10.1

Form of Securities Purchase Agreement dated October 27, 2026, by and among the Company and the Purchasers

99.1

Press Release, dated October 28, 2026

104

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

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SIGNATURE

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.

Date: October 30, 2026

KOIL ENERGY SOLUTIONS, INC.

By:

/s/ Erik Wiik

Erik Wiik

President and Chief Executive Officer

(Principal Executive Officer)

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PRESS RELEASE

Exhibit 99.1

KOIL

Energy Announces Pricing of $5.6 Million Private Placement and Preliminary Third Quarter 2026 Financial Results

Preliminary

Third Quarter Revenue Expected Between $9.4 Million and $10.0 Million, Representing Year-Over-Year Growth of Approximately 48% to 57%

HOUSTON, Oct. 28, 2026 (GLOBE NEWSWIRE) -- KOIL Energy

Solutions, Inc. (OTCQB: KLNG) ("KOIL" or the "Company"), a specialist in deepwater energy production and distribution equipment and services, today announced that it has entered into a securities purchase agreement with certain institutional and other accredited investors to raise approximately $5.6 million of gross proceeds through a private investment in public equity ("PIPE") financing of common stock or common stock equivalents.

"We are encouraged by the opportunities we are seeing in subsea pre-commissioning and the broader deepwater development market," said Erik Wiik, President and Chief Executive Officer of KOIL. "This financing is intended to support the next phase of our growth by allowing us to expand our rental equipment fleet and strengthen our service capabilities to better serve our customers. Our preliminary third-quarter results reflect the continued progress of the business, and we remain focused on deploying capital strategically to support long-term growth."

Pursuant to the terms