UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FLEXIBLE
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Alberta |
|
2890 |
|
71-1630889 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
6001
54 Ave.
Taber,
Alberta, Canada
T1G
1X4
(403)
223-2995
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Daniel
B. O’Brien
6001
54 Ave.
Taber,
Alberta, Canada
T1G
1X4
(403)
223-2995
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
William
T. Hart
Hart
& Hart, LLC
1624
N. Washington Street
Denver,
Colorado 80203
(303)
839-0061
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and
all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have
been satisfied or waived.
If
the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, 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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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. ☐
The
registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
FLEXIBLE
SOLUTIONS INTERNATIONAL INC.
The
Flexible Solutions International, Inc. (The “Company”) may offer from time to time shares of common stock, preferred
stock, convertible preferred stock, rights, warrants, units consisting of one or more of these securities, as well as any of these securities
issuable upon the exercise of warrants, at an initial offering price not to exceed $7,989,854, at prices and on terms to
be determined at or prior to the time of sale in light of market conditions at the time of sale.
Specific
terms pertaining to the securities offered by this prospectus will be set forth in one or more accompanying prospectus supplements, together
with the terms of the offering and the initial price and the net proceeds to the Company from the sale. The prospectus supplement will
set forth, without limitation, the terms of the offering and sale of such securities.
The
Company may sell the securities offered by this prospectus directly, through agents designated from time to time, or through underwriters
or dealers. If any agents of the Company or any underwriters or dealers are involved in the sale of the securities, the names of the
agents, underwriters or dealers, any applicable commissions and discounts, and the net proceeds to the Company will be set forth in the
applicable prospectus supplement.
The
Company may not use this prospectus to complete sales of its securities unless this prospectus is accompanied by a prospectus supplement.
The
securities offered by this prospectus are speculative and involve a high degree of risk and should be purchased only by persons who can
afford to lose their entire investment. For a description of certain important factors that should be considered by prospective investors,
see “Risk Factors” beginning on page 5 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or has passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
Company’s common stock is traded on the NYSE American under the symbol “FSI”. On January 3, 2023 the closing price
of the Company’s common stock on the NYSE American was $3.04.
The
aggregate market value of the Company’s voting and non-voting common equity pursuant to General Instruction I.B.6 of Form S-3 was
$37,777,830 as of January 3, 2023 and was calculated as follows:
● |
shares
outstanding as of January 3, 2023 | |
| 12,426,260 | |
|
| |
| | |
● |
multiplied
by the closing trading price of the Company’s common
stock on January 3, 2023 | |
$ | 3.04 | |
|
| |
| | |
|
Aggregate
market value | |
$ | 37,777,830 | |
One-third
of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company as of January 3, 2023
was $7,989,854.
The
amount of all securities offered pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends
on, and includes, the date of the prospectus was $0.00.
The
date of this Prospectus is ________, 2023
PROSPECTUS
SUMMARY
THIS
SUMMARY IS QUALIFIED BY THE OTHER INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE
OFFERING
Securities
Offered:
The
Company may offer from time to time shares of common stock, preferred stock, convertible preferred stock rights, warrants, units consisting
of one or more of the foregoing securities, as well as any of these securities issuable upon the exercise of the warrants, at an initial
offering price not to exceed $7,989,854, at prices and on terms to be determined at or prior to the time of sale in light of market
conditions at the time of sale. The Company may not use this prospectus to complete sales of its securities unless this prospectus is
accompanied by a prospectus supplement. See the “Plan of Distribution” section of this prospectus for additional information
concerning the manner in which the Company’s securities may be offered.
Common
Stock Outstanding: |
|
As
of January 3, 2023 the Company had 12,426,260 outstanding shares of common stock. The number of outstanding shares does not give
effect to shares which may be issued upon the exercise and/or conversion of options or warrants. |
|
|
|
Risk
Factors: |
|
The
purchase of the securities offered by this prospectus involves a degree of risk. See the “Risk Factors” section of this
prospectus. |
|
|
|
Common
Stock
NYSE
American symbol: |
|
FSI |
BUSINESS
OVERVIEW
We
manufacture Thermal Polyaspartates (“TPAs”) in our Peru, Illinois plant using a thermal polymerizing process. The
multiple variants produced are optimized for individual market verticals and sold for end use or through distribution.
TPAs
for Oilfields. TPAs are used to reduce scale and corrosion in various “topside” water systems. They are used in place
of traditional phosphonate and other products when biodegradability is required by environmental regulations. We have the ability to
custom manufacture TPAs depending on the specific water conditions associated with any oil well. TPAs are also used in fracking fluids
to reduce the toxicity while maintaining equal function.
TPAs
for the Agricultural Industry. TPAs have the ability to reduce fertilizer crystallization before, during and after application and
can also delay crystal formation between fertilizer and minerals present in the soil. Once crystallized, fertilizer and soil minerals
are not able to provide plant nourishment. As a result, in select conditions the use of TPAs either blended with fertilizer or applied
directly to crops can increase yields significantly. TPAs are designated for crop nutrient management programs and should not be confused
with crop protection and pesticides or other agricultural chemical applications. Depending on the application, TPA products are marketed
under a variety of brands including EX-10TM, AmisorbTM, LYNXTM, MAGNETTM, AmGroTM and VOLTTM. Markets of significance include corn, wheat,
soybeans, rice, potatoes, sugar beets, cotton, tomatoes, almonds and other high value per acre crops.
TPAs
for Irrigation. The crystallization prevention ability of TPAs can also be useful in select irrigation conditions. By reducing calcium
carbonate scale propagation, TPAs can prevent early plugging of drip irrigation ports, reduce maintenance costs and lengthen the life
of equipment. TPAs compete with acid type scale removers, but have the advantage of a positive yield effect on the plant, as well as
an easier deployment formulation with liquid fertilizers when used as part of a “fertigation” program. Our TPAs for drip
irrigation scale prevention are marketed and sold through the same channels as TPAs used by the agricultural industry.
TPAs
in Cleaning Products. TPA can replace polyacrylates in cleaning products which is valuable because TPA is biodegradable while polyacrylates
are not. In a cleaning product formulation, TPA prevents the re-deposition of dirt onto the surfaces to be cleaned allowing dirt to be
rinsed away.
Nitrogen
conservation products for agriculture. We manufacture and sell two conservation products and mixtures used for slowing nitrogen loss
from fields. One significant loss route for nitrogen fertilizer is enzymatic degradation by bacteria naturally present in soil. Our product,
SUN 27TM inhibits the bacterial action and keeps the nitrogen fertilizer available for plant growth. The second significant nitrogen
loss mechanism is de-nitrification. This is also caused by bacterial activity in soil resulting in oxygen being stripped from the fertilizer
leaving nitrogen gas. The gas can’t be used by the plants and escapes into the atmosphere. Our N Savr 30TM product uses the most
effective active ingredients available to combat this cause of fertilizer loss. We sell SUN 27TM and N Savr 30TM through distributors
in North and South America under our trade names and under private labels.
HEATSAVR®
Our
studies indicate that approximately 70% of the energy lost from a swimming pool occurs through water evaporation. HEATSAVR® is a
chemical product for use in swimming pools and spas that forms a thin, transparent layer on the water’s surface. The transparent
layer slows the evaporation of water, allowing the water to retain a higher temperature for a longer period of time and thereby reducing
the energy required to maintain the desired temperature of the water. We have received reports from our commercial customers documenting
energy savings of between $2,400 and $6,000 per year when using HEATSAVR®.
In
outdoor pools, the HEATSAVR® also provides convenience compared to pool blankets. It is often inconvenient to use conventional pool
blankets since a pool blanket must be removed and stored before the pool can be used. Pool blankets do not provide any energy savings
when not on the pool. Conversely, HEATSAVR® eliminates the need to install, remove and store the blanket and works 24 hours a day.
In addition, the use of HEATSAVR® in an indoor pool results in even greater energy savings since indoor pool locations use energy
not only to heat the pool water, but also to air condition the pool environment. By slowing the transfer of heat and water vapor from
the pool to the atmosphere of the pool enclosure, less energy is required to maintain a pool at the desired temperature and there is
a reduced load on the air-conditioning system. We also manufacture and sell products which automatically dispense HEATSAVR® into
commercial size swimming pools or spas at the rate of one ounce per 400 sq. ft. of water surface per day.
WATERSAVR®
This
product utilizes a patented variation of our HEATSAVR technology to reduce water evaporation in reservoirs, potable water storage tanks,
livestock watering ponds, aqueducts, canals and irrigation ditches. WATERSAVR may also be used for lawn and turf care and potted and
bedding plants.
WATERSAVR®
is sold in granulated form and can be applied by hand, by fully automated scheduled metering, or by an automatic dispenser.
Tests
have indicated that WATERSAVR®:
|
● |
Reduces
daily water evaporation as much as 54%; |
|
● |
Reduces
monthly water evaporation as much as 37%; |
|
● |
Is
odorless; |
|
● |
Has
no effect on invertebrates or vertebrates; |
|
● |
Has
no anticipated effect on any current drinking water treatment processes; and |
|
● |
Is
biodegradable. |
We
have one part-time employee involved in the sales and marketing of WATERSAVR®.
FORWARD
LOOKING STATEMENTS
This
Prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, those statements relating to development of new products, our financial condition and our ability
to increase distribution of our products. Forward-looking statements can be identified by the use of forward-looking terminology, such
as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” “plans,” “intends,” or other similar terminology. These forward-looking statements are
not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is anticipated or forecasted in these forward-looking statements due to numerous
factors, including, but not limited to, our ability to generate or obtain sufficient working capital to continue our operations, changes
in demand for our products, the timing of customer orders and deliveries and the impact of competitive products and pricing. In addition,
such statements could be affected by general industry and market conditions and growth rates, and general domestic and international
economic conditions.
Although
we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, such statements involve
risks and uncertainties and no assurance can be given that our actual results will be consistent with these forward-looking statements.
Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed circumstances or any other reason, after the date this Prospectus.
RISK
FACTORS
Investment
in our common stock offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully
consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Annual or Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or
incorporated by reference into this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, and the
risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before
acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the
offered securities.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
DILUTION
As
of September 30, 2022, we had a net tangible book value of $2.36 per share. An investor purchasing shares pursuant to the prospectus
supplement which we will subsequently file will suffer dilution equal in amount to the difference between the price paid for the securities
we offer and our net tangible book value at the time of purchase.
PLAN
OF DISTRIBUTION
The
Company may sell shares of its common stock, preferred stock, convertible preferred stock, rights, or warrants, units consisting of any
of the foregoing, as well as any of these securities issuable upon the exercise of warrants in and/or outside the United States: (i)
through underwriters, placement agents, or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii)
through agents. The applicable prospectus supplement with respect to the offered securities will set forth the name or names of any underwriters
or agents, if any, the purchase price of the offered securities and the proceeds to the Company from such sale, any delayed delivery
arrangements, any underwriting discounts, commissions, and other items constituting underwriters’ or placement agents’ compensation,
the public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any compensation paid to an underwriter
or a placement agent. The public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Notwithstanding
the above, the maximum commission or discount to be received by any NASD member or independent broker-dealer will not be greater than
10% in connection with the sale of any securities offered by means of this prospectus or any related prospectus supplement, exclusive
of any non-accountable expense allowance. Any securities issued by the Company to any FINRA member or independent broker-dealer in connection
with an offering of the Company’s securities will be considered underwriting compensation and may be restricted from sale, transfer,
assignment, or hypothecation for a number of months following the effective date of the offering, except to officers or partners (not
directors) of any underwriter or member of a selling group and/or their officers or partners.
The
Company’s securities may be sold:
| ● | As
the result of the exercise of warrants or rights, or the conversion of preferred shares,
at fixed or varying prices, as determined by the terms of the warrants, rights or convertible
securities. |
| ● | At
varying prices in at the market offerings. |
| ● | In
privately negotiated transactions, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. |
If
underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to
a particular underwritten offering of securities will be named in the prospectus supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such prospectus supplement. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions
precedent and the underwriters may be obligated to purchase all the offered securities if any are purchased.
If
dealers are utilized in the sale of offered securities in respect of which the prospectus supplement is delivered, the Company will sell
the offered securities to the dealers as principals. The dealers may then resell the offered securities to the public at varying prices
to be determined by the dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in
the prospectus supplement relating to the securities sold to the dealers.
If
an agent is used in an offering, the agent will be named, and the terms of the agency will be set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, an agent will act on a best efforts basis for the period of its appointment.
The
securities may be sold directly by the Company to institutional investors or others, who may be deemed to be underwriters within the
meaning of the Securities Act of 1933 with respect to any resale of the securities purchased by the institutional investors. The terms
of any of the sales, including the terms of any bidding or auction process, will be described in the applicable prospectus supplement.
The
Company may permit agents or underwriters to solicit offers to purchase its securities at the public offering price set forth in a prospectus
supplement pursuant to a delayed delivery arrangement providing for payment and delivery on the date stated in the prospectus supplement.
Any delayed delivery contract will contain definite fixed price and quantity terms. The obligations of any purchaser pursuant to a delayed
delivery contract will not be subject to any market outs or other conditions other than the condition that the delayed delivery contract
will not violate applicable law. In the event the securities underlying the delayed delivery contract are sold to underwriters at the
time of performance of the delayed delivery contract, those securities will be sold to those underwriters. Each delayed delivery contract
shall be subject to the Company’s approval. The Company will pay the commission indicated in the prospectus supplement to underwriters
or agents soliciting purchases of securities pursuant to delayed delivery arrangements accepted by the Company.
Notwithstanding
the above, while prospectus supplements may provide specific offering terms, or add to or update information contained in this prospectus,
any fundamental changes to the offering terms will be made by means of a post-effective amendment.
Agents,
dealers and underwriters may be entitled under agreements entered into with the Company to indemnification from the Company against certain
civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by such agents, dealers
or underwriters.
DESCRIPTION
OF SECURITIES
Common
Shares
The
Company is authorized to issue an unlimited number of common shares. Holders of the Company’s common shares are each entitled to
cast one vote for each share held of record on all matters presented to the shareholders. Cumulative voting is not allowed; hence, the
holders of a majority of the Company’s outstanding common shares can elect all directors.
Subject
to the rights of holders of preferred shares, if any, holders of the Company’s common shares are entitled to receive such dividends
as may be declared by the Company’s board of directors out of funds legally available and, in the event of liquidation, to share
pro rata in any distribution of our assets after payment of liabilities. The Company’s board of directors is not obligated to declare
a dividend. It is not anticipated that dividends will be paid in the foreseeable future.
Holders
of the Company common shares do not have preemptive rights to subscribe to additional shares if issued. There is no conversion, redemption,
sinking fund or similar provisions regarding the common shares. All outstanding common shares are fully paid and non-assessable.
Preferred
Stock
The
Company is authorized to issue an unlimited number of preferred shares of preferred stock in one or more series. Subject to the Alberta
provisions of the Business Corporations Act, the Company’s directors may, by resolution, establish the designations, powers, rights,
preferences, qualifications, restrictions and limitations of any series of preferred shares. As of the date of thos Prospectus,
no preferred shares were outstanding.
Transfer
Agent
Computershare,
Inc., of Denver, Colorado, is the transfer agent for the Company’s common stock.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus will be passed upon for us by Hart & Hart, LLC Denver, Colorado.
EXPERTS
The
consolidated financial statements as of December 31, 2021 and 2020 for the years then ended incorporated by reference in this
Prospectus and in the Registration Statement have been so incorporated in reliance on the report of Smyth LLP, an independent registered
public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
INDEMNIFICATION
Our
directors and officers are indemnified as provided by the Alberta Business Corporation Act and our Bylaws. We have agreed to indemnify
each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director,
officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ADDITIONAL
INFORMATION
The
Company is subject to the requirements of the Securities Exchange Act of l934 and is required to file 10-K, 10-Q, 8-K reports, proxy
statements and other information with the Securities and Exchange Commission. Copies of any such reports, proxy statements and other
information filed by the Company can be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington,
D.C., 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding the
Company. The address of that site is http://www.sec.gov.
The
Company has filed with the Securities and Exchange Commission a Registration Statement under the Securities Act of l933, as amended,
with respect to the securities offered by this prospectus. This prospectus does not contain all of the information set forth in the Registration
Statement. For further information with respect to the Company and such securities, reference is made to the Registration Statement and
to the exhibits filed with the Registration Statement. Statements contained in this prospectus as to the contents of any contract or
other documents are summaries which are not necessarily complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference.
The Registration Statement and related exhibits may also be examined at the Commission’s internet site.
The
Company will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner,
upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference below (other than exhibits
to these documents, unless the exhibits are specifically incorporated by reference into this prospectus). Requests should be directed
to:
Flexible
Solutions International, Inc.
6001
54 Ave.
Taber,
Alberta, Canada
T1G
1X4
(403)
223-2995
INCORPORATION
OF DOCUMENTS BY REFERENCE – We incorporate by reference the filed documents listed below, except as superseded, supplemented or
modified by this Registration Statement, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act:
| ● | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
| ● | our
Current Reports on Form 8-K filed with the SEC on April 1, 2022, April 12, 2022, April 18, 2022(three reports), May 17, 2022, July 26, 2022(two reports), August 16, 2022 September 30, 2022, November 15, 2022, and November 22, 2022; |
| ● | our
Proxy Statement relating to our November 18, 2022 Annual Meeting of Shareholders; and |
| ● | the
description of our common stock contained in our Registration Statement on Form 8-A filed
with the SEC on November 12, 2002 and all amendments and reports updating that description |
All
documents filed with the Commission by CEL-SCI pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date of the filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or superseded for the purposes of this prospectus to the extent
that a statement contained in this prospectus or in any subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
The
documents incorporated by reference may be accessed at the website of the Securities and Exchange Commission: www.sec.gov and
at CEL-SCI’s website: www.cel-sci.com.
Investors
are entitled to rely upon information in this prospectus or incorporated by reference at the time it is used by CEL-SCI to offer and
sell securities, even though that information may be superseded or modified by information subsequently incorporated by reference into
this prospectus.
TABLE
OF CONTENTS
Flexible
Solutions International, Inc.
PROSPECTUS
No
dealer salesman or other person has been authorized to give any information or to make any representations, other than those contained
in this prospectus. Any information or representation not contained in this prospectus must not be relied upon as having been authorized
by the Company. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby
in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs
of the Company since the date of this prospectus.
PART
II
Information
Not Required in Prospectus
Item
14. Other Expenses of Issuance and Distribution
SEC
Filing Fee | |
$ |
881 | |
Legal
Fees and Expenses | |
| 30,000 | |
Accounting
Fees and Expenses | |
| 15,000 | |
Miscellaneous
Expenses | |
| 4,119 | |
TOTAL | |
$ | 50,000 | |
All
expenses other than the SEC filing fees are estimated.
Item
15. Indemnification of Officers and Directors.
Our
directors and officers are indemnified as provided by the Alberta Business Corporation Act and our Bylaws. We have agreed to indemnify
each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director,
officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
16. Exhibits
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement.
| (i) | To
include any prospectus required by Section l0(a)(3) of the Securities Act; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement; |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement, including (but not limited to) any addition or deletion of a managing
underwriter. |
(2)
That, for the purpose of determining any liability under the Securities Act of l933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(I)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(6)
Insofar as indemnification for liabilities arising under the Securities Act of l933 (the “Act”) may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
POWER
OF ATTORNEY
The
registrant and each person whose signature appears below hereby authorizes the agent for service named in this registration statement,
with full power to act alone, to file one or more amendments (including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as such agent for service deems appropriate, and the Registrant and each
such person hereby appoints such agent for service as attorney-in-fact, with full power to act alone, to execute in the name and in behalf
of the Registrant and any such person, individually and in each capacity stated below, any such amendments to this registration statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of l933, the Registrant certifies that it has reasonable grounds to believe that it meets all
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 Victoria, Province of British Columbia, on the 5th day of January 2023.
|
FLEXIBLE
SOLUTIONS INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/ Daniel
O’Brien |
|
|
Daniel
O’Brien, President & Chief Executive + |
|
|
Officer |
Pursuant
to the requirements of the Securities Act of l933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Daniel B. O’Brien |
|
President,
Principal Executive Officer, |
|
January
5, 2023 |
Daniel
B. O’Brien |
|
Principal
Financial and Accounting Officer and a Director |
|
|
|
|
|
|
|
|
|
Director |
|
|
John
H. Bientjes |
|
|
|
|
|
|
|
|
|
/s/
Robert T. Helina |
|
Director |
|
January
4, 2023 |
Robert
T. Helina |
|
|
|
|
|
|
|
|
|
/s/
Thomas Fyles |
|
Director |
|
January
5, 2023 |
Thomas
Fyles |
|
|
|
|
|
|
|
|
|
/s/
Ben Seaman |
|
Director |
|
January
4, 2023 |
Ben
Seaman |
|
|
|
|
|
|
|
|
|
|
|
Director |
|
|
David
Fynn |
|
|
|
|
EXHIBITS
FLEXIBLE
SOLUTIONS INTERNATIONAL, INC.
REGISTRATION
STATEMENT ON FORM S-3
Flexible Solutions (AMEX:FSI)
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