DEFA14A

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

March 10, 2022

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 7.01    Regulation FD

On March 10, 2022, Flotek Industries, Inc. (the “Company”) will hold a conference call to discuss its recently awarded contract with an affiliate of ProFrac Holdings, LLC, as previously announced on February 22, 2022 and in the Company’s Current Report on Form 8-K filed on February 22, 2022. On the conference call, the management team of the Company intends to present the information in the presentation attached hereto as Exhibit 99.1.

The foregoing information, including Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Additional Information about the Transaction and Where to Find It

The Company intends to file a preliminary proxy statement with the SEC in connection with the transaction to be discussed during the conference call, and will mail a definitive proxy statement and other relevant documents to its stockholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the transaction, and it is not intended to provide the basis for any investment decision or any other decision in respect to the transaction. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for the special meeting to be held to approve the proposed transaction, as these materials will contain important information about the Company and the transaction. The definitive proxy statement will be mailed to the Company’s stockholders as of a record date to be established for voting on the transaction. Such stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: Flotek Industries, Inc., 8846 N. Sam Houston Parkway W., Houston, TX 77064. Attention: Investor Relations, (ir@flotekind.com).

Participants in the Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s most recent Annual Report on Form 10-K filed with the SEC and in the Company’s other SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that the Company intends to file with the SEC.

Forward-Looking Statements

Certain statements set forth in this Current Report on Form 8-K constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of tile Securities Exchange Act of 1934) regarding the Company’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 Current Report on Form 8-K. 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 hereof.

Item 9.01.    Financial Statements and Exhibits.

    (d)    Exhibits.

Exhibit Number	Description
99.1	Presentation of Flotek Industries, Inc.

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: March 10, 2022	/s/ Nicholas J. Bigney
	Name:	Nicholas J. Bigney
	Title:	Senior Vice President, General Counsel & Chief Compliance Officer

EX-99.1

Sustainable Chemistry Collaborative Partnerships Accelerating Green Chemistry, Powering Progress ProFrac Partnership and Supply Agreement NYSE: FTK Exhibit 99.1

2FLOTEK 2022 Forward-Looking Statements Certain statements set forth in this presentation 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 presentation 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 presentation. 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 presentation.

3FLOTEK 2022 AGENDA Company Overview 3 Business Philosophy 4 Strategic Rationale 5 Flotek Supply Agreement 6 • Current supply agreement • Proposed supply agreement amendment • Revenue impact • Operational alignment and risk management Investment Highlights 11

4FLOTEK 2022 Flotek Industries, Inc. is a technology-driven chemistry and data analytics company The Company operates through two divisions: - Chemistry Technologies segment provides sustainable, optimized chemistry solutions that maximize our customers’ value by elevating their ESG performance, lowering operational costs, and delivering improved return on invested capital - Data Analytics segment is a technology platform enabling real-time access to end users to prevent waste and allow users to pursue automation of their hydrocarbon streams NYSE: FTK Founded 1985 Employees ~140 Countries with Clients 15+ Research Centers 2 Corporate Headquarters Houston COMPANY OVERVIEW

5FLOTEK 2022 BUSINESS PHILOSOPHY Low Leverage - Use of equity instead of debt to position company for full cycle Sustainable Revenue - Multi-year contracted revenue Capital Discipline - Current infrastructure supports new contracts & organic business Focus on Profitability - G&A < 10% of revenue and industry leading margins Flawless Execution - Exemplary safety and service delivery Environmental Leadership - Focused on protecting people, land, air, and water Our Vision Flotek Industries, Inc. creates solutions to reduce the environmental impact of energy on air, water, land and people.

6FLOTEK 2022 • Integration of the largest private North American provider of hydraulic fracturing services by horsepower with industry leading sustainable chemistry provider • Emissions friendly conventional fleets equipped with new technologies reduce the environmental impact of operations and increase efficiency • Vertically integrated business model and supply chain management creates economies of scale and scope COLLABORATIVE PARTNERSHIP NASDAQ: PFHC(pending) Combined frac fleet total 45 Combined HHP ~ 2.3MM U.S. oil and gas regions 6 FTSI acquisition closing date March 4, 2022 NYSE: FTK Differentiated chemistry Bio-based, high performance, non-toxic Validated applications 11,000+ wells Quality assurance ISO, EPA, FDA certified Sustainability leadership Evaluate, track, report

7FLOTEK 2022 • Flotek will provide effectively all downhole chemicals needed for ProFrac’s hydraulic fracturing operations for a specified number of fleets • The baseline level of chemicals supplied to ProFrac per fleet is defined in the Current Supply Agreement and Proposed Amendment • In exchange for the commitment in the Supply Agreement, Flotek issued Convertible PIK Notes to ProFrac • ProFrac has guaranteed minimum purchase volumes and/or contract protection values to underpin issuance of equity STRATEGIC FRAMEWORK “Current Supply Agreement” 8-K released February 4, 2022: https://www.sec.gov/Archives/edgar/data/0000928054/000092805422000010/usgaap-20220202.htm “Proposed Supply Agreement Amendment” 8-K released February 22, 2022: https://www.sec.gov/Archives/edgar/data/0000928054/000092805422000022/usgaap-20220216.htm

8FLOTEK 2022 • Current supply agreement closed on February 2, 2022 • Contract begins on April 1, 2022 • ProFrac received $10 million in Convertible PIK Notes as consideration for a 3-year committed volume contract • ProFrac has the right to nominate 2 directors • ProFrac owns greater than 16%1 CURRENT SUPPLY AGREEMENT Term 3 years Minimum fleet number 10 or 33% of fleet Projected annual revenue $75+MM Required incremental SG&A Minimal Contract protection value $49.6MM Contract exclusivity None Gross revenue assuming full ramp of scope 1 Calculation based on shares outstanding

9FLOTEK 2022 • Amendment negotiated on February 17, 2022 • Anticipated to close in Q2 2022 subject to shareholder vote • ProFrac receives an incremental $50 million in Convertible PIK Notes as consideration for the amendment extension • ProFrac has the right to nominate 2 additional directors • ProFrac owns greater than 40%1 PROPOSED SUPPLY AGREEMENT AMENDMENT Term 10 years Minimum fleet number 30 Projected annual revenue $217+MM Required incremental SG&A Minimal Contract protection value ~ $358M Contract exclusivity None 1 Calculated based on shares outstanding Gross revenue assuming full ramp of scope

10FLOTEK 2022 REVENUE IMPACT COMPARISON Current agreement value $225+MM Proposed amendment incremental value $1.8+BB Capex Minimal (maintenance) Required incremental SG&A Minimal $- $50,000 $100,000 $150,000 $200,000 $250,000 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Current Supply Agreement Proposed Supply Agreement Amendment Gross revenue assuming full ramp of scope Rev in $MM

11FLOTEK 2022 • Collaborative supply chain partnerships • Flotek specialty chemical blending facilities • Flotek laboratory capabilities • Flotek prescriptive chemistry management OPERATIONAL ALIGNMENT AND MANAGING RISK Safety 0.00 TRIR in 2022 Service quality 0.00 hrs of NPT in 2022 Annual liquid blend capacity ~ 60+MM gallons Plant asset utilization ~ 52.3% Collaborative supply chain partnerships 7 U.S. oil and gas regions 6

12FLOTEK 2022 2022P Revenue ~ 4X growth YoY Contracted backlog revenue ~ $2.0+BB Total issued patents 125+ Management experience 150+ years Estimated positive EBITDA Q4 22 PROPOSED AMENDMENT INVESTMENT HIGHLIGHTS Green products and solutions reduce the environmental impact of energy Improved financial performance from increased market share gains Key strategic partnership with leading OFS company providing EBITDA visibility for multiple years via committed volume contract Strong management team with extensive industry experience Robust intellectual property portfolio is patent protected State of the art laboratory provides significant competitive advantage Gross revenue assuming full ramp of scope

13FLOTEK 2022 REQUEST FOR APPROVAL Current agreement value $225+MM Proposed amendment incremental value $1.8+BB Capex Minimal (maintenance) Required incremental SG&A Minimal $- $50,000 $100,000 $150,000 $200,000 $250,000 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Current Supply Agreement Proposed Supply Agreement Amendment Gross revenue assuming full ramp of scope Rev in $MM Board and management recommend approval of the amendment

14FLOTEK 2022 Additional Information And Where to Find It The Company intends to file a preliminary proxy statement with the SEC in connection with the transaction discussed in this presentation, and will mail a definitive proxy statement and other relevant documents to its stockholders. This presentation does not contain all the information that should be considered concerning the transaction, and it is not intended to provide the basis for any investment decision or any other decision in respect to the transaction. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for the special meeting to be held to approve the proposed transaction, as these materials will contain important information about the Company and the transaction. The definitive proxy statement will be mailed to the Company’s stockholders as of a record date to be established for voting on the transaction. Such stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: Flotek Industries, Inc., 8846 N. Sam Houston Parkway W., Houston, TX 77064. Attention: Investor Relations, (ir@flotekind.com). The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s most recent Annual Report on Form 10-K filed with the SEC and in the Company’s other SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that the Company intends to file with the SEC.