AETI American Electric Technologies Inc

Item 3.02 Unregistered Sales of Equity Securities.

On August 5, 2019, Stabilis Energy, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Chart Energy & Chemicals, Inc., a Delaware corporation and subsidiary of Chart Industries, Inc. (“Chart E&C”), Stabilis Energy, LLC, a Texas limited liability company and subsidiary of the Company (“Stabilis”), and Stabilis LNG Eagle Ford LLC, a Delaware limited liability company and subsidiary of the Company (“Stabilis LNG”), for the cancellation of indebtedness of Stabilis LNG, a Company subsidiary, to Chart E&C in the principal amount of $7 million (the “Exchanged Indebtedness”) owed pursuant to a secured promissory note issued by Stabilis LNG to Chart E&C in September 2013 (the “Note”) in exchange for unregistered shares of Company common stock. The number of shares of Company common stock to be issued to Chart E&C is based on the per share price of Company common stock of 90% of the average of the dollar volume-weighted average prices per share of the common stock as calculated by Bloomberg for each of the five consecutive trading days ending on and including the third trading day immediately preceding the closing date (the “Initial Closing”). At the Initial Closing, Stabilis LNG will also pay to Chart E&C an amount in cash equal to the accrued and unpaid interest on the Exchanged Indebtedness due through the Initial Closing, plus a cash amount to be paid in lieu of the issuance of fractional shares of Company Common Stock.

However, if the calculation of the number of shares of Company common stock to be issued for the Exchanged Indebtedness would result in Chart E&C holding in excess of 9% of the Company’s issued and outstanding shares of common stock upon the Initial Closing, then, in that event, the principal amount of indebtedness to be exchanged at the Initial Closing shall be reduced by an amount necessary to provide that Chart E&C will hold no more than 9.00% of the issued and outstanding Common Stock following the consummation of the exchange and any remaining indebtedness (the “Remaining Indebtedness”) not exchanged at the Initial Closing will remain outstanding and be subject to Chart E&C’s right to request an additional exchange of such Remaining Indebtedness as set forth in the following paragraph.

At any time after six months after August 5, 2019, Chart E&C may elect an additional exchange (the “Additional Exchange”) of all or any portion of the balance of the unpaid principal amount of the Note, currently $2.1million assuming the $7 million principal amount is exchanged for Company common stock at the Initial Closing, including any Remaining Indebtedness not exchanged at the Initial Closing in exchange for additional shares of Company common stock based on the foregoing pricing calculation related to the closing date of the Additional Exchange plus payment by Stabilis LNG to Chart E&C of the accrued and unpaid interest on the Note plus a cash amount to be paid in lieu of the issuance of fractional shares of Company Common Stock. The Company is not required to conduct more than one Additional Exchange.

Pursuant to the Exchange Agreement the Company has agreed to register with the SEC for resale the common stock issued to Chart E&C at the Initial Closing within ninety (90) days following the Initial Closing and to provide additional demand and piggyback registration rights of all shares of Company common stock issued under the Exchange Agreement.

The closing of the Exchange Agreement is subject to customary closing conditions.

The Company common stock to be issued in the Exchange Agreement is being offered and sold in a transaction exempt from registration under the Securities Act of 1933, in reliance on Section 4(a)(2) thereof for sales not involving a public offering. The Company used no general advertising or solicitation in connection with the Exchange Agreement.

The description of the Exchange Agreement herein is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by this reference.