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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 Flexible Solutions Int’l Inc. 8-K:1,8,9 9/30/22 12:297K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 42K
2: EX-10.1 Material Contract HTML 55K
3: EX-99.1 Miscellaneous Exhibit HTML 12K
7: R1 Cover HTML 46K
10: XML IDEA XML File -- Filing Summary XML 13K
8: XML XBRL Instance -- form8-k_htm XML 15K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 97K
Document -- fsi-20220930_lab
6: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 64K
Linkbase Document -- fsi-20220930_pre
4: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 13K
fsi-20220930
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
12: ZIP XBRL Zipped Folder -- 0001493152-22-027306-xbrl Zip 31K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): i September 30, 2022
i FLEXIBLE SOLUTIONS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
| Alberta | i 001-31540 | i 71-1630889 | ||
| (State or other jurisdiction | (Commission | (Employer | ||
| of incorporation) | File No.) | Identification No.) |
i Taber, Alberta, i Canada i T1G 1X4
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: i (250) i 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
| i Common Stock | i FSI | i 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.
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. ☐
C:
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.
| Exhibit No. | Description | |
| 10.1 | Termination of Agreement and Plan of Merger and Reorganization , dated September 30, 2022. | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
C:
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 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 9/30/22 | PRE 14A, RW | ||
| 7/24/22 | ||||
| 4/17/22 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/23 Flexible Solutions Int’l Inc. S-8 3/06/23 6:351K M2 Compliance LLC/FA 2/24/23 Flexible Solutions Int’l Inc. S-3/A 2:182K M2 Compliance LLC/FA 2/21/23 Flexible Solutions Int’l Inc. S-3/A 1:178K M2 Compliance LLC/FA 1/24/23 Flexible Solutions Int’l Inc. S-3/A 5:264K M2 Compliance LLC/FA 1/06/23 Flexible Solutions Int’l Inc. S-3 5:273K M2 Compliance LLC/FA |