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): January 14, 2018
FLEXIBLE SOLUTIONS INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
Nevada 001-31540 91-1922863
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6001 54 Ave.
Taber, Alberta, Canada T1G 1X4
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (250) 477-9969
N/A
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(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
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-14c))
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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 1.01 Entry into a Material Definitive Agreement
See Item 2.01 of this report.
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 14, 2019 the Company acquired a 50% interest in a privately held
limited liability company (the "LLC") engaged in the international sale of
fertilizer additives. The interest in the LLC was acquired from a third party
which did not have, and does not have, any relationship with the Company or the
Company's officers or directors.
The purchase price for the 50% interest in the LLC was $3.5 million. Cash
of $1.00 million was paid at closing. The remaining $2.5 million will be paid
over the next two years if the earnings of the LLC reach certain amounts.
The Company expects that its investment in the LLC will be accounted for
under the equity method, and a as result, beginning in the first quarter of
2019, 50% of the net income of the LLC will be recorded in the Company's
statements of operations.
In addition, the Company's subsidiary, NanoChem, will be manufacturing
products for the LLC. As a result of the foregoing, the Company expects that
its revenues will increase significantly in 2019.
On January 18, 2019 the Company issued a press release, filed as Exhibit 99
with this report, describing the acquisition.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
99 Press release
2
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.
Date: January 18, 2019
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
By: /s/ Daniel B. O'Brien
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Daniel B. O'Brien, President and Chief
Executive Officer