EXPLANATORY NOTE
This Amendment No. 5 (this Amendment) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the SEC) on February 14, 2022, as amended by Amendment No. 1 thereto filed with the SEC on March 7, 2022, Amendment No. 2 thereto filed with the SEC on June 2, 2022, Amendment No. 3 thereto filed
with the SEC on August 29, 2022 and Amendment No. 4 thereto filed with the SEC on March 2, 2023 (collectively, the Schedule 13D), by the Reporting Persons relating to shares of common stock, par value $0.0001 per share
(Common Stock), of Flotek Industries, Inc. (the Issuer).
Information reported in the Schedule 13D remains in
effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined this Amendment have the respective meanings set forth in the Schedule 13D.
Schedule I attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended to include the following:
Repayment of Convertible Notes.
On June 26, 2023, the Issuer issued 63,496,922 shares of Common Stock to ProFrac Holdings II in payment of the Issuers obligations
under the Convertible Notes.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended by amended and replacing in its entirety each of Item 5(a), 5(b) and 5(c) as follows:
(a)(b) Each of the Reporting Persons may be deemed to beneficially own, and may be deemed to have shared power to direct the vote and
shared power to dispose or to direct the disposition of, in the aggregate, 103,468,322 shares of Common Stock, representing approximately 54.5% of the issued and outstanding shares of Common Stock, based on (i) 88,002,029 shares of Common Stock
issued and outstanding as of May 9, 2023, as reported in the Quarterly Report, plus (ii) 63,496,922 shares of Common Stock issued to ProFrac Holdings II on June 26, 2023, in payment of the Issuers obligations under the Convertible
Notes, plus (iii) 13,104,839 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants; provided, however, that ProFrac Holdings II and its affiliates may not receive any voting or consent rights
in respect of the June 2022 Prefunded Warrants or the underlying shares of Common Stock unless and until (a) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and
(b) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided further that ProFrac Holdings II may exercise the June 2022 Prefunded Warrants immediately prior to the sale of the shares of Common Stock subject to such
exercise to a non-affiliate of ProFrac Holdings II, plus (iv) 25,366,561 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the February 2023 Prefunded Warrants; provided, however,
that unless the Issuer has obtained shareholder approval therefor, the number of shares of Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the February 2023 Prefunded Warrants shall be limited to the extent necessary to
ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of Common Stock.
ProFrac Holding Corp. (PubCo) is the sole managing member of ProFrac Holdings, LLC (ProFrac Holdings). ProFrac
Holdings is the sole member of ProFrac Holdings II. As a result, each of PubCo and ProFrac Holdings may be deemed to have shared voting and dispositive power over, and to share beneficial ownership of, the securities owned by each of ProFrac
Holdings and ProFrac Holdings II.
(c) The information set forth in Item 4 of this Amendment is incorporated by reference into this Item
5(c).