Koil Energy Solutions, Inc.

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 agreement (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 Warrant. 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 Placement. 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 Placement. 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 Private Placement if the SEC reviews the registration statement). 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 also agreed that, from the date of the Purchase Agreement until 180 days following the Effective Date, it would not effect or enter into an agreement to effect any issuance by the Company or any subsidiary of common stock or common stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement). The Shares were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance with applicable state securities laws. The Shares were offered and sold only to “accredited investors” as that term is defined in Rule 501(a) under the Securities Act. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Proceeds and Placement Agent Compensation The aggregate gross proceeds to the Company from the Private Placement were approximately $5.6 million, before deducting placement agent fees and other offering expenses. Lucid Capital Markets, LLC (the “Placement Agent”) acted as the sole placement agent for the Private Placement. 2 Pursuant to an engagement letter (the “Engagement Letter”) between the Company and the Placement Agent, dated October 19, 2026, the Company paid the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds raised in the Private Placement. The Company also reimbursed the Placement Agent an aggregate of $50,000 for its non-accountable expenses. The Engagement Letter has indemnity and other customary provisions.

ITEM 3.02 Unregistered Sales of Equity Securities. The information regarding the Private Placement included in Item 1.01 above is incorporated by reference into this Item 3.02.

ITEM 8.01 Other Events. On October 28, 2026, the Company issued a press release announcing the Private Placement. A copy of the Company’s press release is attached as Exhibit 99.1 hereto. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS