S-3MEF

As filed with the Securities and Exchange Commission on September 21, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FLOTEK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

90-0023731 (IRS Employer Identification Number)

5775 N. Sam Houston Parkway W., Suite 400 Houston, Texas 77086 (713) 849-9911 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Bond Clement Chief Financial Officer Flotek Industries, Inc. 5775 N. Sam Houston Parkway W., Suite 400 Houston, Texas 77086 (713) 849-9911 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: E. James Cowen Porter Hedges LLP 100 Main Street, 36th Floor Houston, Texas 77002 (713) 226-6649

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒333-267916

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

14051043

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                         Accelerated filer

Non-accelerated filer                         Smaller reporting company

                                    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 7(a)(2)(B) of the Securities Act.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EXPLANATORY NOTE

This Registration Statement on Form S-3 is being filed by Flotek Industries, Inc. (the “Company”) with the Securities and Exchange Commission to register an additional 314,843 shares of the Company’s Common Stock pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3. The shares of Common Stock are being resold by the selling stockholder named in the Company’s Registration Statement on Form S-3 (File No. 333-267916) (the “Original Registration Statement”). This Registration Statement incorporates by reference the contents of the Original Registration Statement, including each of the amendments, supplements and exhibits thereto filed by the Company with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein. The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

EXHIBIT INDEX

Exhibit No.	Description
*5.1	Opinion of Porter Hedges LLP with respect to the legality of the securities.
*23.1	Consent of KPMG LLP.
*23.2	Consent of Porter Hedges LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page of this registration statement).
*107.1	Calculation of Filing Fee Tables

* Filed herewith.

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas, on September 21, 2023.

FLOTEK INDUSTRIES, INC.

    By:    /s/ Bond Clement    

        Bond Clement

        Chief Financial Officer

POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ryan Ezell and Bond Clement, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ryan Ezell	Chief Executive Officer and Director	September 21, 2023
Ryan Ezell	(Principal Executive Officer)
/s/ Bond Clement	Chief Financial Officer	September 21, 2023
Bond Clement	(Principal Financial and Accounting Officer)
/s/ Harsha V. Agadi	Chairman of the Board	September 21, 2023
Harsha V. Agadi
/s/ Evan Farber	Director	September 21, 2023
Evan Farber
/s/ Michael Fucci	Director	September 21, 2023
Michael Fucci
/s/ Lisa Mayr	Director	September 21, 2023
Lisa Mayr
/s/ David Nierenberg	Director	September 21, 2023
David Nierenberg
/s/ Matt D. Wilks	Director	September 21, 2023
Matt D. Wilks

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Flotek Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, par value $0.0001 per share

457(c)

314,843(1)

$0.7488(2)

$235,754.44

0.00011020

$25.98

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$235,754.44

$25.98

Total Fees Previously Paid

$0

Total Fee Offsets

$0

Net Fee Due

$25.98

(1)Pursuant to a Registration Statement on Form S-3 (File No. 333-267916) (the “Prior Registration Statement”), which was initially filed on October 18, 2022 and declared effective by the Securities and Exchange Commission on October 27, 2022, the registrant previously registered the offer and sale of 63,182,079 shares of common stock issuable upon the conversion of 10% Convertible PIK Notes issued to ProFrac Holdings II, LLC pursuant to the Securities Purchase Agreement, dated February 16, 2022, between Flotek Industries, Inc. and ProFrac Holdings II, LLC. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV.A of Form S-3, the registrant is hereby registering the offer and sale of an additional 314,843 shares of its common stock issued upon the conversion of 10% Convertible PIK Notes. The additional amount of securities that is being registered for offer and sale represents no more than 20% of the securities registered under the Prior Registration Statement. In addition, in accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares of common stock that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933 and based on the average of the high and low prices of a share of the registrant’s common stock as reported on the New York Stock Exchange on September 18, 2023.

EX-5.1

PORTER I HEDGES September 21, 2023 Flotek Industries, Inc. 5775 N. Sam Houston Pkwy W., Suite 400 Houston, Texas 77086 Re: Flotek Industries, Inc. Registration Statement on Form S-3 Ladies and Gentlemen: 1000 Main Street, 36th Floor Houston, Texas 77002-6341 (713) 226-6000 Main porterhedges.com We have acted as counsel to Flotek Industries, Inc., a Delaware corporation (the "Company"), in connection with the filing by the Company of a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Act"), relating to 314,843 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock"), of the Company. The Registration Statement incorporates by reference the registration statement on Form S-3 (No. 333-267916), which was filed with the Commission on October 18, 2022 and was declared effective on October 27, 2022, including the prospectus which forms a part of such Registration Statement (the "Prospectus"). For purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the Certificate of Incorporation and Bylaws, each as amended to date, of the Company; (ii) the Registration Statement; (iii) the Prospectus; and (iv) the corporate records of the Company, including minute books of the Company and resolutions of its board of directors, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. Based on the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable. The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware and applicable federal law. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, .-- 1 tY+V( 1 4 Ir".1 l ' I'q PORTER HEDGES LLP 14186971v2 EXHIBIT 5.1

EX-23.1

KPMG LLP 811 Main Street Houston, TX 77002 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 22, 2023, with respect to the consolidated financial statements of Flotek Industries, Inc., incorporated herein by reference. Houston, Texas September 21, 2023