8-K

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

April 12, 2023

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13270	90-0023731
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8846 N. Sam Houston Parkway W. Houston, TX, 77064

(Address of principal executive office and zip code)

(713) 849-9911

(Registrant’s telephone number, including area code)

(Not applicable)

(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 obligation 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-4(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(s)	Name of Exchange on which registered
Common Stock, $0.0001 par value	FTK	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 12, 2023, Flotek Industries, Inc. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) notifying it that the average closing price of the Company’s common stock over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on the NYSE under Item 802.01C of the NYSE Listed Company Manual.

In accordance with applicable NYSE procedures, the Company plans to notify the NYSE of its intent to cure the $1.00 per share deficiency. Based on the applicable NYSE procedures, the Company has six months following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and trade on the NYSE subject to the Company’s continued compliance with the other listing requirements of the NYSE. The common stock of the Company will continue to trade under the symbol “FTK,” but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “.BC” indicator will be removed at such time as the Company is deemed to be in compliance. The Company intends to monitor the closing share price for its common stock and explore available options to regain compliance with the continued listing requirements, which may include, if necessary, effectuating a reverse stock split.

If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, the Company entered into an employment agreement with Harsha V. Agadi (the “Interim Employment Agreement”) on January 19, 2023 for his service as interim Chief Executive Officer, included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2023. On April 13, 2023, the Company and Mr. Agadi entered into an amendment to the Interim Employment Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference, to extend his term of service as interim Chief Executive Officer to June 30, 2023. Thereafter, the term of the Interim Employment Agreement will automatically renew for successive one-month periods unless previously terminated by either the Company or Mr. Agadi. The Interim Employment Agreement was also amended to allow the Compensation Committee of the Board of Directors of the Company to award Mr. Agadi a one-time bonus payment after the termination of the agreement based on the Committee’s assessment of Mr. Agadi’s and the Company's performance during the term of the agreement.

Item 7.01. Regulation FD Disclosure.

On April 17, 2023, the Company issued a press release with respect to the NYSE notice referenced under Item 3.01 above. The full text of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing information is intended to be furnished under Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No. Description

10.1     Amendment to Employment Agreement, dated April 13, 2023, between the Company and Harsha V. Agadi

99.1     Press release dated April 17, 2023

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.

	FLOTEK INDUSTRIES, INC.
Date: April 17, 2023	/s/ Bond Clement
	Name:	Bond Clement
	Title:	Chief Financial Officer

EX-10.1

EXHIBIT 10.1

April 13, 2023

Harshavardhan V. Agadi

Re: Amendment to Employment Agreement

Dear Harsha:

This Amendment (this “Amendment”) to the January 19, 2023 Employment Agreement (as hereafter amended, the “Employment Agreement”), by and between Flotek Industries, Inc., and its subsidiaries and related entities (“Flotek” or the “Company”), and you (“Executive”), is entered into as of April 13, 2023 (the “Effective Date”). In consideration of the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the parties hereby agree as follows:

1.Amendments to the Employment Agreement.

a.Section 1 of the Employment Agreement shall be amended such that the Term shall continue until June 30, 2023. After June 30, 2023, the Term shall automatically renew for successive one-month periods unless either party provides notice to the other party of non- renewal at least five (5) days before the end of the current monthly period.

b.Section 2 of the Employment Agreement shall be amended to include subpart 2.d, which shall read:

Bonus Eligibility. Following the Termination Date, at the discretion of the Compensation Committee of the Board, Executive will be eligible to receive a one- time bonus payment based on the Compensation Committee of the Board’s assessment of Executive’s and the Company’s performance during the Term.

2.Affirmation. Except as amended by this Amendment, the terms and conditions of the Employment Agreement remain unchanged and in full force and effect.

3.Counterparts. This Amendment may be executed in one or more counterparts, including by electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

Flotek Industries, Inc.

	FLOTEK INDUSTRIES, INC.
Date: April 13, 2023	/s/ David Nierenberg
	Name:	David Nierenberg
	Title:	Chairman of the Board

	FLOTEK INDUSTRIES, INC.
Date: April 13, 2023	/s/ Harshavardhan V.Agadi
	Name:	Harshavardhan V.Agadi
	Title:	Interim CEO

1

EX-99.1

EXHIBIT 99.1

FLOTEK RECEIVES CONTINUED LISTING STANDARD NOTICE FROM NYSE

HOUSTON, April 17, 2023 - Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) today announced it has received written notice from the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s shares of common stock was below $1.00 per share over a period of 30 consecutive trading days, which is below the requirement for continued listing on the NYSE.

In accordance with applicable NYSE procedures, the Company plans to notify the NYSE that it intends to cure the $1.00 per share deficiency. Based on the applicable NYSE procedures, the Company has six months following the receipt of the notice to cure the deficiency and regain compliance. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE subject to the Company’s continued compliance with the other listing requirements of the NYSE. The common stock of the Company will continue to trade under the symbol “FTK,” but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “.BC” indicator will be removed at such time as the Company is deemed to be in compliance. The Company intends to monitor the closing share price for its common stock and explore available options to regain compliance, which may include, if necessary, effectuating a reverse stock split.

The Company’s stockholders approved a proposal at the Company’s 2022 annual meeting giving the Board of Directors of the Company (the “Board”) authority to effect a reverse stock split of the Company’s common stock at a ratio to be determined by the Board ranging from a ratio of one to three to a ratio of one to six. If the Board determines to implement the reverse stock split, the Company will issue a press release announcing the terms and effective date before it takes effect.

About Flotek Industries, Inc.

Flotek Industries, Inc. creates unique solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty green chemistry and data company, Flotek helps customers across industrial and commercial markets improve their environmental performance. The Company’s primary focus is to enable its customers to maximize the value of their hydrocarbon streams and improve return on invested capital through its real-time data platforms and green chemistry technologies. Flotek serves downstream, midstream, and upstream energy customers, both domestic and international. In addition, the Company is positioned to integrate parallel industrial chemistry and data platforms by capitalizing on its digitization, engineering, chemical formulation knowledge, and intellectual property to drive multi-disciplinary advancements in sustainability and enterprise risk management. Flotek is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.” For additional information, please visit www.flotekind.com.

Forward -Looking Statements

Certain statements set forth in this press release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, continue, expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Although forward-looking statements in this press release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact the company are set forth in the Company’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the “Risk Factors” section thereof), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release.

Inquiries, contact:

Bond Clement

Chief Financial Officer

E: ir@flotekind.com

P: (713) 726-5322

XML

Cover	Apr. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 12, 2023
Entity Registrant Name	Flotek Industries, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13270
Entity Tax Identification Number	90-0023731
Entity Address, Address Line One	8846 N. Sam Houston Parkway W
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77064
City Area Code	(713)
Local Phone Number	849-9911
Soliciting Material	false
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	FTK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000928054
Amendment Flag	false