Current Report Filing (8-k)
September 30 2022 - 05:25PM
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2022-09-30
2022-09-30
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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): September 30, 2022
FLEXIBLE
SOLUTIONS INTERNATIONAL INC.
(Exact
name of Registrant as specified in its charter)
Alberta |
|
001-31540 |
|
71-1630889 |
(State
or other jurisdiction |
|
(Commission |
|
(Employer |
of
incorporation) |
|
File
No.) |
|
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 (17 CFR 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-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
Common
Stock |
|
FSI |
|
NYSE
American |
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. ☐
Item
1.01. Entry into a Material Agreement
The
disclosure set forth below under item 1.02 of this Current Report on Form 8-K is incorporated by reference herein to the extent required.
Item
1.02. Termination of a Material Definitive Agreement
As
previously announced, Flexible Solutions International Inc., an Alberta corporation (“FSI”), entered into an Agreement and
Plan of Merger and Reorganization, dated April 17, 2022 (as subsequently amended on July 24, 2022, the “Merger Agreement”)
with Lygos, Inc., a Delaware corporation (“Lygos”), FSI Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”),
and FSI Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”).
On
September 30, 2022, FSI and Lygos entered into a Termination of Agreement and Plan of Merger and Reorganization (the “Termination
Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreement, effective immediately.
As
a result of the termination of the Merger Agreement, the Merger Agreement will be of no further force and effect, and each of the transaction
agreements entered into in connection with the Merger Agreement, including, but not limited to, the FSI Support Agreement and the Company
Stockholder Support Agreements (each as defined in the Merger Agreement), will either automatically be terminated in accordance with
their terms or be of no further force and effect. The Termination Agreement also contains mutual releases, whereby each party releases
the other from any claims of liability relating to the transactions contemplated by the Merger Agreement.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and
conditions of the full text of the Termination Agreement which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item
8.01. Other Events.
The
press release announcing the termination of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1, is incorporated
by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
|
FLEXIBLE
SOLUTIONS INTERNATIONAL INC. |
|
|
|
|
|
|
Date:
September 30, 2022 |
By: |
/s/
Daniel B. O’Brien |
|
|
Daniel
B. O’Brien |
|
|
President
and Chief Executive Officer |
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