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. ------------------------------------- (Exact name of Registrant as specified in its charter) Nevada 001-31540 91-1922863 -------------------- ------------------- ------------------ (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 N/A ------------------------------------- (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 -------------------------------------- Daniel B. O'Brien, President and Chief Executive Officer EXHIBIT 99 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 fertilizer additives. 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 Company Contacts Jason Bloom Toll Free: 800.661.3560 Fax: 250.477.9912 Email: info@flexiblesolutions.com If you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com To find out more information about Flexible Solutions and our products please visit www.flexiblesolutions.com