Business Context and Reporting Period
Company: Flexible Solutions International Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2026
Principal Office: Taber, Alberta, Canada
Trading Symbol: FSI (NYSE American)
The filing reports the entry into a material definitive agreement on June 30, 2026, establishing an At-The-Market (ATM) equity offering program.
Key Financial Metrics and Transaction Details
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, or debt levels. The primary financial data relates to the new equity offering:
- Offering Size: Up to $18,500,000 in common stock.
- Sales Agent: Bancroft Capital, LLC.
- Commission Fee: 3% of gross proceeds from share sales.
- Expense Reimbursement: Up to $30,000 for legal and other expenses.
- Additional Expenses: Up to $5,000 per quarter until the offering terminates.
- Registration Basis: Form S-3 (Registration No. 333-293705), declared effective March 5, 2026.
Material Changes
The material change reported is the execution of the ATM Sales Agreement, enabling the Company to sell shares of its common stock into the market over time. No changes to prior period financial results are disclosed in this document.
Guidance, Outlook, and Risks
Management Commentary: The filing includes standard forward-looking statements cautioning that actual results may differ materially from projections. The Company disclaims any obligation to update these statements except as required by law.
Risks and Contingencies:
- Investors are directed to the "Risk Factors" section of the prospectus supplement dated June 30, 2026, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for detailed risk disclosures.
- The offering is subject to customary representations, warranties, and termination provisions.
- Sales are restricted in states where the offer or sale would be unlawful prior to registration or qualification.
Key Facts for Investor Verification
- Verify the current market price of FSI common stock to assess potential dilution from the $18.5 million ATM offering.
- Review the full text of the ATM Sales Agreement (Exhibit 1.1) for specific termination rights and conditions.
- Examine the Form S-3 prospectus supplement (filed June 30, 2026) for the intended use of proceeds.
- Check the most recent Form 10-K (filed April 15, 2026) for the Company's current liquidity position and debt obligations.
- Confirm the status of the $30,000 expense reimbursement cap and the $5,000 quarterly expense limit.