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): ~~February~~March 2118, 2019

ECO-STIM ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

36909

20-8203420

(State or other jurisdiction of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2930 W. Sam Houston Pkwy N., Suite 275 Houston, TX		77043
(Address of principal executive offices)		(Zip Code)

2930 W. Sam Houston Pkwy N., Suite 275

Houston, TX

(Address of principal executive offices)

77043

(Zip Code)

281-531-7200

(Registrant’s telephone number, including area code)

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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 1.0201 ~~Termination~~Entry ofinto a Material Definitive Agreement.

On ~~February~~ 21March 18, 2019, ~~Eco-Stim Energy Solutions, Inc. (~~the “Company”) entered into an aAsset ~~Termination~~Purchase ~~and Waiver~~ Agreement with FTan ~~SOF~~unrelated ~~VII~~third ~~Holdings,~~party ~~LLC and certain of its affiliates~~ (~~collectively,~~the “~~Fir~~Purchase ~~Tree~~Agreement”), ~~pursuant~~ to ~~which~~dispose ~~(i)~~of ~~that~~substantially all ~~certain~~of ~~Amended~~the &assets ~~Restated~~and ~~Registration~~equipment ~~Rights~~used ~~Agreement,~~in ~~dated~~the asCompany’s ofoperations ~~July~~in 6,Argentina ~~2017,~~for asa ~~amended~~purchase byprice ~~the~~of ~~First~~approximately ~~Amendment~~$13 ~~to Amended~~million. &The ~~Restated~~transaction ~~Registration~~is ~~Rights~~expected ~~Agreement~~to ~~dated~~close asin ofphases ~~August~~over 2,approximately ~~2017~~the ~~was~~next ~~terminated~~60 ~~and~~days, ~~(ii)~~subject ~~that~~to certain ~~Registration~~closing ~~Rights~~conditions. The Purchase Agreement, ~~dated~~contains ascustomary ofrepresentations ~~August~~and 2warranties, ~~2017~~covenants ~~was~~and ~~terminated~~indemnification ~~(the “Termination Agreement”)~~provisions. ~~The~~Following ~~Termination~~the ~~Agreement was~~consummation ~~entered into in contemplation~~ of the ~~deregistration~~transactions ofcontemplated by the ~~Company’s~~Purchase ~~Common~~Agreement, ~~Stock with~~ the ~~Securities and Exchange Commission. The~~ Company ~~did~~expects ~~not~~to ~~incur~~shut ~~any~~down ~~early~~its ~~termination~~operations ~~penalties~~ in ~~connection with the Termination Agreement~~Argentina.

~~Fir Tree~~Item is2.01 ~~the~~Completion ~~holder~~ of aAcquisition ~~majority~~or ofDisposition ~~the outstanding shares~~ of ~~common stock of the Company and all of the outstanding shares of the Series A Convertible Preferred Stock of the Company.~~Assets

To the extent required by Item 2.01 ~~Completion~~ of ~~Acquisition~~Form 8-K, orthe ~~Disposition~~information contained in Item 1.01 of ~~Assets~~this Current Report on Form 8-K is incorporated herein by reference.

~~As previously~~Cautionary ~~disclosed,~~Statement inRegarding ~~September 2018 the Company elected to suspend its U.S. stimulation operations and significantly reduce its U.S. workforce in alignment with potential near~~Forward-~~term opportunities, including pump down and miscellaneous pumping services.~~Looking ~~Since then, the Company has been actively pursuing the sale of a substantial majority of the equipment, inventory and other operating assets relating to its U.S. operations.~~Statements

OnCertain ~~February~~statements 21and information in this current report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” ~~2019~~“expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” “offer to” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. All statements, other than statements of historical facts, included in this current report that address activities, events or developments that the Company ~~completed~~is preparing for, plans, expects, believes or anticipates will or may occur in the ~~disposition~~future are forward-looking statements. Examples of forward-looking statements include, but are not limited to, the consummation of the transactions contemplated by the Purchase Agreement and the future of the Company’s operations in Argentina. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of ~~its~~historical Utrends, current conditions, anticipated future developments and other factors believed to be appropriate.S Forward-looking statements are not guarantees of performance. ~~equipment~~Although tothe anCompany believes ~~unrelated~~the ~~third~~expectations ~~party~~reflected in ~~exchange~~its ~~for~~forward-looking ~~$6.2~~statements ~~million~~are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of ~~aggregate~~these ~~cash~~expectations ~~proceeds,~~will ~~before~~be ~~commissions~~achieved (in full or at all) or will prove to have been correct. Our forward-looking statements involve significant risks and ~~selling~~uncertainties ~~expenses~~(some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.

~~The Company~~For isadditional ~~continuing~~information toregarding ~~pursue~~known material ~~the~~factors ~~sale~~that ofcould acause ~~substantial~~our ~~majority~~actual ofresults ~~its~~to ~~remaining~~differ ~~U.S.~~materially ~~assets.~~from ~~However~~our projected results, ~~the~~please ~~market~~see ~~demand~~our ~~for~~filings with the ~~Company’s U.S. equipment and other operating assets to date has been soft~~SEC, ~~and~~including ~~there~~our ~~can~~Annual beReport noon ~~assurance~~Form ~~as to the ultimate consummation~~10-K, ~~timing~~Quarterly orReports ~~amount~~on ofForm ~~proceeds~~10-Q ~~generated~~and ~~from~~Current ~~any~~Reports ~~such~~on ~~future~~Form ~~asset sales~~8-K. ~~The~~Investors ~~Company~~should carefully ~~intends~~consider ~~to use~~ the ~~proceeds from~~risk ~~the~~factors ~~asset~~included ~~sales~~in ~~described~~our ~~above~~filings, and ~~from~~should ~~future~~keep ~~sales~~in ofmind ~~U.S.~~the ~~operating~~cautionary ~~assets~~statements toin ~~reduce~~this ~~the Company’s outstanding~~current ~~liabilities~~report and ~~improve~~in ~~its~~our ~~liquidity.~~filings Ifwith the Company is unable to obtain a sufficient amount of proceeds from asset sales or funds from other sources, it may not be able to satisfy its working capital requirements, indebtedness and other obligationsSEC.

~~Item~~Readers are cautioned not to place undue reliance 3on forward-looking statements, which speak only as of the date hereof.03 ~~Material~~The ~~Modification~~Company undertakes no obligation to ~~Rights~~correct or update any forward-looking statement, whether as a result of ~~Security~~new ~~Holders~~information, future events or otherwise, except as required by applicable law.

~~To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.~~SIGNATURES

~~Item~~Pursuant to the requirements ~~8.01~~of ~~Other~~the ~~Events~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On February 26, 2019, The Nasdaq Stock Market filed a Form 25 with the Securities and Exchange Commission to complete the previously disclosed delisting of the Company’s common stock. The delisting will become effective ten days after the Form 25 is filed.

	ECO-STIM ENERGY SOLUTIONS, INC.

March 22, 2019	By:	/s/ Alexander Nickolatos
	Name:	Alexander Nickolatos
	Title:	Interim President and Chief Executive Officer

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this current report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” “offer to” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. All statements, other than statements of historical facts, included in this current report that address activities, events or developments that the Company is preparing for, plans, expects, believes or anticipates will or may occur in the future are forward-looking statements. Examples of forward-looking statements include, but are not limited to, future sales of the Company’s assets and the use of proceeds from any such sales, and the delisting of the Company’s common stock. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.

For additional information regarding known material factors that could cause our actual results to differ materially from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Investors should carefully consider the risk factors included in our filings, and should keep in mind the cautionary statements in this current report and in our filings with the SEC.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

SIGNATURES

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.

	ECO-STIM ENERGY SOLUTIONS, INC.
February 26, 2019	By:	/s/ Alexander Nickolatos
	Name:	Alexander Nickolatos
	Title:	Interim President and Chief Executive Officer

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