Item 1.01. Entry into a Material Definitive Agreement.

Equity Distribution Agreement

On December 16, 2022, Stabilis Solutions, Inc. (the "Company"), entered into an Equity Distribution Agreement (the "Agreement") with Johnson Rice & Company L.L.C. (the "Sales Agent"). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Sales Agent shares of the Company's common stock, par value $0.001 per share ("Common Stock"), with an aggregate sales price of up to $16,274,617 (the "Shares"). The Company intends to use the net proceeds from the issuances and sales of common stock offered hereby for general corporate purposes, including, but not limited to, financing of capital expenditures, repayment or refinancing of outstanding debt, financing acquisitions or investments, financing other business opportunities, share repurchases, including from insider / affiliate shareholders and general working capital purposes.

Any sales of Shares pursuant to the Agreement will be made under the Company's effective "shelf" registration statement (the "Registration Statement") on Form S-3 (File No. 333-264230), as supplemented by a prospectus supplement dated December 16, 2022.

Under the Agreement, the Company may sell Shares through the Sales Agent by any method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended.

Each time the Company wishes to issue and sell Shares under the Agreement, it will notify the Sales Agent of the number of Shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of Shares to be sold in any one day and any minimum price below which sales may not be made. Pursuant to the terms of the Agreement, the Company has agreed that once the Sales Agent has notified the Company that it accepts such instructions, or the Company has accepted the Sales Agent's proposed modification(s) of such instructions (and the Sales Agent has received such acceptance), the Sales Agent will use its commercially reasonable efforts consistent with its normal trading practice and sales practices to sell such Shares up to the amount specified on such terms. The obligations of the Sales Agent under the Agreement to sell Shares are subject to a number of conditions that the Company must meet. The offering of the Shares pursuant to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $16,274,617, or sooner if either the Company or the Sales Agent terminates the Agreement pursuant to its terms.

The Company will pay a commission to the Sales Agent of up to 3.0% of the gross offering proceeds of the Shares sold pursuant to the Agreement and will pay the Sales Agent all expenses incident to the performance of its obligations under the Agreement. The Company has also provided the Sales Agent with customary indemnification and contribution rights. The Company is not obligated to make any sales of Shares under the Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration Statement.

A copy of the opinion of Joel Bernstein, attorney at law, relating to the legality of the shares of Common Stock issuable under the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits:

   Exhibit No.                                          Description
                          Equity Distribution Agreement, dated as of     December 16, 2022    , by
       1.1        *     and between Stabilis Solutions, Inc. and Johnson Rice & Company LLC
       5.1        *       Opinion of Joel Bernstein, attorney at law
      23.1        *       Consent of Joel Bernstein, attorney at law (included in Exhibit 5.1)
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document)


*  Filed herewith.

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