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): May 15, 2023

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

6001 54 Ave.

Tabor, Alberta T1G 1X4

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (250) 477-9969

Check 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 (see General Instruction A.2. below).

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

On May 15, 2023, the Company issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2023.

On May 16, 2023 the Company held a conference call to discuss its financial results for the quarter ended March 31, 2023, as well as other information regarding the Company.

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.

EXHIBIT 99.1

NEWS RELEASE

May 15, 2023

FSI ANNOUNCES FIRST QUARTER, 2023 FINANCIAL RESULTS

A Conference call is scheduled for Tuesday May 16th, 2023, 11:00am Eastern Time

See dial in number below

VICTORIA, BRITISH COLUMBIA, May 15, 2023 – FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE Amex: FSI), 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 financial results for first quarter ended March 31, 2023.

Mr. Daniel B. O’Brien, CEO, states, “First quarter was strong and we are reasonably pleased with the results. It is possible that certain customers had inventory to work through and it is very likely that some agricultural sales were delayed into Q2.” Mr. O’Brien continues, “We still see growth in 2023 across most of our markets and expect the year to exceed 2022.”

The NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions.

Conference call

A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Tuesday May 16th, 2023. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-800-245-3047 (or 1-203-518-9765) just prior to the scheduled call time. To join the call participants will be requested to give their name and company affiliation. The conference ID: SOLUTIONS and/ or call title Flexible Solutions International – First Quarter, 2023 Financials may be requested

The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended March 31, 2023. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.

The reconciliation of each Non-GAAP financial measure is as follows:

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

Consolidated Statement of Operations

For Full Year Ended March 31 (3 Months Operating Cash Flow)

(Unaudited)

Notes: certain items not related to “operations” of the Company’s net income are listed below.

a) Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4^th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest in ENP. An adjustment to Operating cash flow has been made to account for the use of a pre tax amount versus an after tax amount which was originally used in that year.

b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2023 = $528,108, 2022 = $286,759), Interest expense (2023 = $134,870, 2022 = $57,618), Interest income (2023 = $12,011, 2022 = $22,088), Gain on investment (2023 = $69,995, 2022 = $36,764), Income tax (2023 = ($299,777), 2022 = ($712,446), and pretax Net income attributable to non-controlling interests (2023 = $115,287, 2022 = $207,882). Although included in operating expenses these onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments.

c) The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company only purchased 50% of the LLC. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains from all investments (2023 = $69,995, 2022 = $36,764), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow.

d) Non-GAAP – amounts represent depreciation and stock compensation expense.

Safe Harbor Provision

The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” 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 54^th Ave, Taber, Alberta, CANADA T1G 1X4

Company Contacts

Jason Bloom

Toll Free: 800 661 3560

Fax: 403 223 2905

E-mail: 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.

EXHIBIT 99.2

Q1 2023 speech

Good morning. I’m Dan O’Brien, CEO of Flexible Solutions.

Safe Harbor provision:

The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statements 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.

Welcome to the FSI conference call for First Quarter 2023.

I’d like to speak first regarding our Company condition and our product lines along with what we think might occur in Q2 and Q3 2023. Afterward, I will comment on our financials.

NanoChem division: NCS represents approximately 70% of FSI’s revenue. This division makes thermal poly-aspartic acid, called TPA for short, a biodegradable polymer with many valuable uses. NCS also manufactures SUN 27™ and N Savr 30™ which are used to reduce nitrogen fertilizer loss from soil. In 2022, NCS started food grade toll operations using the spray dryer we installed over the last several years.

TPA is used in agriculture to significantly increase crop yield. It acts by slowing crystal growth between fertilizer ions and other ions in the soil resulting in the fertilizer remaining available longer for the plants to use.

TPA is also a biodegradable way of treating oilfield water to prevent pipes from plugging with mineral scale. TPA’s effect is prevention of mineral scale from minerals that are part of the water fraction of oil as it exits the rock formation. Preventing scale keeps the oil recovery pipes from clogging.

TPA is also sold as a biodegradable ingredient in cleaning products, for certain food uses and as a water treatment chemical.

SUN 27™ and N Savr 30™ are nitrogen conservation products. Nitrogen is a critical fertilizer that can be lost through bacterial breakdown, evaporation and soil runoff.

SUN 27™ is used to conserve nitrogen from attack by soil bacterial enzymes that cause evaporation while N Savr 30™ is effective at reducing nitrogen loss from leaching.

Food products: Our IL plant is food grade inspected and we have received our FDA number. We have commercialized one food grade product based on polyaspartates that was developed fully in house. We have a pipeline of additional products in development that are either our ideas, toll production of outside ideas or a mixture where an outside idea is being optimized by our team. NCS will focus on food products equally with our other market verticals because we have determined that this is an area with large markets that we are skilled in servicing and where we can obtain good margins.

ENP Division: ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets, while, our NCS sales are into row crop agriculture. The opening of the economy after the pandemic has affected ENP sales into the home gardening market, especially home cannabis. We expect revenue growth in 2023 at close to historic rates but with the growth more likely in the second half of the year.

The Florida LLC investment: The LLC was profitable for 2022 as a whole and again in Q1. The Company is focused on international sales into multiple countries all of which face different issues and respond in varied ways. Revenue was very strong in 2022 and we expect more top line growth in 2023. However, the LLC remains exposed to high costs of goods while experiencing difficulty passing all the costs to customers. As a result, margins are compressed and earnings may not reach historical levels in the near term although we expect an improvement compared to 2022. Our sales to the LLC continue to grow and we are able to retain a positive margin.

Merger with Lygos did not proceed

On April 18^th 2022, FSI and Lygos announced their intent to merge subject to shareholder approval. The merger was not completed by the end date of the agreement, September 30 2022 and did not close.

Strategic investment in Lygos: In December 2020, FSI invested $500,000 in Lygos in return for equity. We made a second investment of $500,000 in June 2021. Lygos is using the investment toward development of a microbial route to aspartic acid using sugar as a feedstock. FSI will be the major user of aspartic acid derived this way and believes that sustainable aspartic acid will allow us to obtain large new customers and develop valuable new products that both biodegrade and come from sustainable sources.

We remain optimistic that we can continue to work with Lygos in ways that do not involve merging. FSI is dedicated to the goal of sustainability while finding a route to the goal that is, profitable for us, for our suppliers and for Lygos.

Q2 and Q3 2023

Agricultural products were not as strong in Q1 2023 as they were in Q1 2022. We feel that some customers who normally buy in Q1 are waiting until Q2 to make orders. However, we still feel that agriculture sales for the first half will exceed the same period in 2022.

Oil, gas and industrial sales of TPA experienced increased sales throughout 2022. This was driven by shortfalls of competing products and high oil prices. Sales are expected to remain steady in 2023 with the possibility of temporary reductions if customers reduce inventory or do maintenance that was delayed in past years.

Tariffs: Since 2019, several of our raw materials imported from China have included a 25% tariff. International customers are not charged the tariffs because we have applied for the export rebates available to recover the tariffs. The tariffs are affecting our cost of goods, our cash flow and our profits negatively. Rebates can take many years to arrive; we submitted our initial applications more than 4 years ago. The total dollar amount due back to us is well in excess of $1 MM. We will persevere until we succeed in recovering our funds.

Shipping and Inventory: Ocean shipping from Asia to the US and ocean shipments from the US to international ports are back to pre-covid speeds but have settled at higher prices. Land transport inside the US is continuing to stabilize. We coped with shipping issues by ordering far ahead and carrying additional inventory in 2022 resulting in some costs that we were unable to pass on to our customers. In 2023, we hope to begin reducing inventory to a more normal level and replace expensive raw materials with less expensive ones. As this proceeds margins may stabilize at slightly higher levels.

Raw material prices do not appear to be reverting to historic levels. Instead, they seem to be stabilizing at a new base level that is also experiencing inflation. Passing price increases, even small inflation related ones, along to customers can take several months, is not always possible and may result in constrained margins throughout the year. We still believe that revenue, operating cash flow and profit can grow strongly in 2023 but inflationary forces may keep us in a position where selling prices lag cost increases some of the time.

Highlights of the financial results:

We are reasonably pleased with the results for Q1 2023. Year over year revenue and operating cash flow were down. It is possible that certain customers had inventory to work through and it is very likely that some agricultural sales were delayed into Q2. Profits were negatively affected by product mix, cost of goods and reduced sales volume. We estimate that year over year growth in revenue, cash flow and profits will continue in 2023 with the increases most likely to occur in Q3 and Q4.

Sales for the quarter decreased 9% to 9.85 million, compared with 10.78 million for Q1 2022.

Profits: Q1 profits were $884 thousand or $0.07 per share, compared to a net income of $1.53 million, or $0.12 per share, in Q1 2022.

Operating Cash Flow: This non-GAAP number is useful to show our progress with non-cash items removed for clarity. For Q1 2023, it was $1.73 million or 14 cents per share down from $2.47 million or 20 cents per share in the 2022 period.

Long term debt: We continue to pay down our long-term debt according to the terms of the loans. However, we have consolidated all our debt for ENP and NCS with Stock Yards Bank. This has resulted in increased lines of credit with lower interest rates and reduced interest rates on our long-term debt. At the same time, we bought all the units we did not already own in ENP Peru Investments LLC and guaranteed the mortgage held by the LLC. The LLC owns the 5 acres and 60,000 square foot building on the SW corner of our Peru, IL factory. This action returns full ownership of the 20-acre parcel and 120,000 square feet of buildings to FSI with a mortgage at favorable terms.

Working capital is adequate for all our purposes and is increasing continuously as we book retained profit from sales. We have lines of credit with Stock Yards Bank for the ENP and NCS subsidiaries. We are confident that we can execute our plans with our existing capital.

Special Dividend: The Company declared a special dividend on April 13^th which will be paid today to shareholders of record April 28^th. We are pleased and proud to be able to return capital to shareholders this way. This is, of course, a special dividend. It will not be repeated until management and the Board are sure that paying another special dividend can be done without hurting the forward progress of FSI.

The text of this speech will be available as an 8K filing on www.sec.gov by Wednesday May 17^th. Email or fax copies can be requested from Jason Bloom at Jason@flexiblesolutions.com.

Thank you, the floor is open for questions.