M&A - FLOTEK INDUSTRIES INC/CN/

Form Type: 8-K

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000092805425000065

Filing Summary: On July 9, 2025, Flotek Industries, Inc. held a special meeting of stockholders, where significant matters were addressed including the approval of the issuance of common stock connected to the April 2025 Warrant held by ProFrac GDM, LLC. A total of 23,509,819 shares of common stock were represented at the meeting, resulting in 23,455,215 votes in favor and 49,281 against the issuance. Additionally, the stockholders approved the item to adjourn the meeting, though it was deemed unnecessary as sufficient votes were cast in favor of the primary issuance approval. Furthermore, the document discusses the upcoming registration of shares tied to an acquisition of gas distribution assets, indicating the company’s intention to file a registration statement with the SEC to register the resale of shares supporting the warrant.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925042786

Filing Summary: On April 28, 2025, Flotek Industries, Inc. issued a warrant to ProFrac GDM, LLC to purchase 6,000,000 shares of its Common Stock at an exercise price of $0.0001 per share. This warrant, along with a $40 million secured promissory note, is part of the consideration for mobile power generation assets sold by ProFrac GDM to PWRTEK, LLC, a subsidiary of Flotek. The warrant has a 7-year term and can be exercised on a cashless basis after stockholder approval, which is expected to be sought by July 31, 2025. ProFrac Holdings II and other related parties have agreed to vote in favor of the stockholder proposal necessary for approval. The beneficial ownership now stands at about 17,244,721 shares, or approximately 53.9% of Flotek's outstanding common stock, excluding shares issuable under the April 2025 Warrant. If these shares were included, total beneficial ownership would be roughly 23,244,721 shares or 61.2%. The obligations under the promissory note are secured by a first priority lien on the assets transferred under the asset purchase agreement, and the issuer has guaranteed these obligations.