Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
19 April 2022 - 6:50AM
Edgar (US Regulatory)
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
Date
of Report (date of earliest event reported): April 18, 2022
FLEXIBLE
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of Registrant as specified in its charter)
Nevada |
|
000-29649 |
|
91-1922863 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
6001
54 Ave.
Tabor, Alberta
T1G 1X4
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (250) 477-9969
Check
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 (see General Instruction A.2. below).
☒ | 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-14(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 Each Exchange on Which Registered |
Common Stock |
|
FSI |
|
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.
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
7.01 |
Regulation
FD Disclosure |
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a road show transcript dated
April 18, 2022 that will be used by Flexible Solutions International Inc. (“FSI”) and Lygos, Inc. (“Lygos”) in
making presentations to certain existing and potential investors in FSI with respect to the proposed merger between FSI and Lygos, Inc.
Exhibit
99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor shall it be
deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional
Information about the Proposed Merger and Where to Find It
In
connection with the proposed merger, FSI and Lygos intend to file relevant materials with the Securities and Exchange Commission (the
“SEC”), including a registration statement on Form S-4 that will contain a prospectus and a proxy statement. Investors and
security holders of FSI and Lygos are urged to read these materials when they become available because they will contain important information
about FSI, Lygos and the proposed merger. The proxy statement, prospectus and other relevant materials (when they become available),
and any other documents filed by FSI with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with the SEC by FSI by directing a written request to: FSI at Flexible
Solutions International, Inc. 6001 54th Ave, Taber AB, Canada T1G 1X4. Investors and security holders are urged to read the
proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision
with respect to the proposed merger.
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with
the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Participants
in the Solicitation
FSI
and its directors and executive officers and Lygos and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of FSI in connection with the proposed transaction. Information regarding the special interests of these
directors and executive officers in the proposed merger will be included in the joint proxy statement/prospectus referred to above. Additional
information regarding the directors and executive officers of FSI is also included in FSI’ Annual Report on Form 10-K for the year
ended December 31, 2021. These documents are available free of charge at the SEC web site (www.sec.gov) and from the CEO of FSI at the
address described above.
Forward-Looking
Statements
This
road show transcript contains forward-looking statements based upon FSI’ and Lygos’ current expectations. Forward-looking
statements involve risks and uncertainties, and include, but are not limited to, statements about the structure, timing and completion
of the proposed merger; the combined company’s listing on the NYSE American after closing of the proposed merger; expectations
regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; the
combined company’s expected cash position at the closing of the proposed merger; the future operations and success of the combined
company; the nature, strategy and focus of the combined company; the success, cost and timing of the combined company’s product
development activities, studies and clinical trials, the success of competing products that are or become available, the combined company’s
ability to obtain approval for and commercialize its product candidates; the executive and board structure of the combined company; the
location of the combined company’s corporate headquarters; the expected charges and related cash expenditures that FSI expects
to incur; and other statements that are not historical fact. Actual results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: (i) the
risk that the conditions to the closing of the proposed merger are not satisfied, including the failure to timely obtain stockholder
and shareholder approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed merger
and the ability of each of FSI and Lygos to consummate the proposed merger; (iii) risks related to FSI’s ability to manage its
operating expenses and its expenses associated with the proposed merger pending closing; (iv) risks related to the failure or delay in
obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed merger; (v) the
risk that as a result of adjustments to the exchange ratio, FSI shareholders and Lygos stockholders could own more or less of the combined
company than is currently anticipated; (vi) risks related to the market price of FSI common shares relative to the exchange ratio; (vii)
unexpected costs, charges or expenses resulting from the transaction; (viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed merger; and (ix) risks associated with the possible failure to realize
certain anticipated benefits of the proposed merger, including with respect to future financial and operating results. Actual results
and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks
and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors
described in the section entitled “Risk Factors” in FSI’ Annual Report on Form 10-K for the year ended December 31,
2021, which is on file with the SEC, and in other filings that FSI makes and will make with the SEC in connection with the proposed merger,
including the proxy statement/prospectus/information statement described above under “Additional Information about the Proposed
Merger and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of
the date hereof or as of the dates indicated in the forward-looking statements. FSI expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations
with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
ITEM
9.01 |
|
Financial
Statement and Exhibits |
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.
Date: April 18, 2022 |
|
|
FLEXIBLE SOLUTIONS INTERNATIONAL INC. |
|
|
|
By: |
/s/ Daniel B. O’Brien |
|
|
Daniel B. O’Brien, President and Chief Executive Officer |
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