SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.
(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
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (250) 477-9969
(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
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] 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
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 $2.5 million will be paid
over the next two years if the earnings of the LLC reach certain amounts.
The Company expects that its investment in the LLC will be accounted for
under the equity method, and a as result, beginning in the first quarter of
2019, 50% of the net income of the LLC will be recorded in the Company's
statements of operations.
In addition, the Company's subsidiary, NanoChem, will be manufacturing
products for the LLC. As a result of the foregoing, the Company expects that
its revenues will increase significantly in 2019.
On January 18, 2019 the Company issued a press release, filed as Exhibit 99
with this report, describing the acquisition.
Item 9.01 Financial Statements and Exhibits
99 Press release
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 18, 2019
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
By: /s/ Daniel B. O'Brien
Daniel B. O'Brien, President and Chief
NEWS RELEASE January 18, 2019
FSI Announces it has Purchased Membership in a Profitable Florida LLC.
VICTORIA, BRITISH COLUMBIA, January 18, 2019 - FLEXIBLE SOLUTIONS INTERNATIONAL,
INC. (MKT(AMEX): FSI, FRANKFURT: FXT), is the developer and manufacturer of
biodegradable polymers for oil extraction, detergent ingredients and water
treatment as well as crop nutrient availability chemistry. Flexible Solutions
also manufactures biodegradable and environmentally safe water and energy
conservation technologies. Today the Company announces it has purchased
membership in a profitable Florida LLC engaged in international sales of
FSI announces that it has purchased membership in a profitable limited liability
company engaged in international sales of fertilizer additives. This purchase
will be accounted for as an investment. The price paid is an initial US$ 1
million with two further payments of US$1 million and US$ 1.5 million contingent
on the investment reaching EBITDA hurdles in 2019 and 2020 respectively. The
purchase was made using cash and is expected to be accretive to earnings
beginning in Q1 2019. In addition, FSI's NanoChem subsidiary will be
manufacturing products for the LLC and, as a result, expects FSI revenue to
increase significantly in 2019.
About Flexible Solutions International
Flexible Solutions International, Inc. (www.flexiblesolutions.com), based in
Victoria, British Columbia, is an environmental technology company. The
Company's NanoChem Solutions Inc. subsidiary specializes in biodegradable,
water-soluble products utilizing thermal polyaspartate (TPA) biopolymers. TPA
beta-proteins are manufactured from the common biological amino acid, L-aspartic
and have wide usage including scale inhibitors, detergent ingredients, water
treatment and crop enhancement. The other divisions manufacture energy and water
conservation products for drinking water, agriculture, industrial markets and
swimming pools throughout the world. FSI is the developer and manufacturer of
WaterSavrTM, the world's first commercially viable water evaporation retardant.
WaterSavrTM reduces evaporation by up to 30% on reservoirs, lakes, aqueducts,
irrigation canals, ponds and slow moving rivers. HeatsavrTM, a "liquid blanket"
evaporation retardant for the commercial swimming pool and spa markets, reduces
energy costs by 15% to 40% and can result in reduced indoor pool humidity.
Safe Harbor Provision
The Private Securities Litigation Reform Act of 1995 provides a
"PlaceNameplaceSafe PlaceTypeHarbor" for forward-looking statements. Certain of
the statements contained herein, which are not historical facts, are forward
looking statement with respect to events, the occurrence of which involve risks
and uncertainties. These forward-looking statements may be impacted, either
positively or negatively, by various factors. Information concerning potential
factors that could affect the company is detailed from time to time in the
company's reports filed with the Securities and Exchange Commission.
Flexible Solutions International
6001 54th Ave, Taber, Alberta, CANADA T1G 1X4
Toll Free: 800.661.3560
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