Profit falls at Flexible Solutions (NYSE: FSI) despite steady sales
Flexible Solutions International reported 2025 total sales of $38.5 million, essentially flat with 2024, as lower product sales were offset by $2.5 million of research and development service revenue. Gross profit slipped to $12.5 million and operating income declined to $4.6 million.
Net income fell to $2.4 million, with $0.8 million attributable to common shareholders, mainly due to a $1.0 million investment impairment, higher operating costs and increased R&D spending. The company generated $3.8 million of operating cash flow, paid a $0.10 per share special dividend, and ended 2025 with $6.6 million in cash and strong working capital of $22.2 million.
Positive
- None.
Negative
- None.
Insights
Stable sales but sharply lower earnings as one-time charges and higher costs weighed on 2025 results.
Flexible Solutions International kept total sales roughly level at $38.5M in 2025, helped by $2.5M of research and development service revenue. Core product sales declined, and gross profit eased to $12.5M as scaling newer products increased costs.
Earnings were pressured by a $1.0M impairment on an investment in Lygos, higher professional fees, and greater R&D and SG&A spending tied to growth initiatives, including the Panama facility. Net income dropped to $2.4M, with only $0.8M attributable to common shareholders.
Despite lower profit, cash generation remained solid: operating cash flow reached $3.8M, supporting $4.4M of debt repayment and a $0.10 per share special dividend. Working capital of $22.2M and cash plus term deposits of about $8.0M provide a healthy liquidity buffer as the company invests in new capacity and products.
Key Figures
Key Terms
thermal polyaspartates technical
right of use assets financial
non-controlling interests financial
deferred income tax liability financial
stock-based compensation financial
Earnings Snapshot
united states
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Fiscal Year Ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File No.
(Exact name of registrant as specified in its charter)
| Alberta | ||
(State or other jurisdiction of incorporation or organization) |
(Employer Identification No.) | |
| (Address of Principal Executive Office) | Zip Code |
Registrant’s
telephone number, including Area Code:
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Indicate
by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
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Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 ☐ |
| 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 13(a) of the Exchange Act. ☐
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by check mark if the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that
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If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): ☐ Yes
As
of June 30, 2025 the aggregate market value of the Company’s common stock held by non-affiliates was $
As
of April 15, 2026, the Company had
Documents
incorporated by reference:
The terms “Flexible”, “Company”, “we”, “us”, and “our” are used to refer to Flexible Solutions International, Inc. and its subsidiaries, unless the context otherwise requires.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), including the Audited Consolidated Financial Statements, 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 Annual Report is filed with the Securities and Exchange Commission.
PART I
| Item 1. | Description of Business |
We were incorporated as Flexible Solutions Ltd., a British Columbia corporation on January 26, 1991. On May 12, 1998, we merged Flexible Solutions Ltd. into Flexible Solutions International, Inc., a Nevada corporation. In connection with this merger, we issued 7,000,000 shares of common stock to the former shareholders of Flexible Solutions Ltd. in exchange for all of the outstanding shares of Flexible Solutions Ltd.
In June 2004 we purchased 52 U.S. and 139 International Patents (“IP”), as well as a 56,780 sq. ft. manufacturing plant near Chicago, Illinois from the bankruptcy estate of Donlar Corporation (“Donlar”) for $6.15 million. The IP we acquired from Donlar relates to water-soluble chemicals (“TPAs”) which prevent corrosion and scaling in water pipes used in the petroleum, chemical, utility and mining industries. TPAs are also used to enhance fertilizers and improve crop yields and as additives for household laundry detergents, consumer care products and pesticides. These assets are held in our wholly owned subsidiary, NanoChem Solutions Inc. (“NanoChem”), which has become our largest revenue generator.
In October 2018, we purchased 65% of ENP Investments, LLC, a manufacturing and distribution company active in the areas of golf, turf and ornamental agriculture products.
In January 2019, we purchased 50% of a Florida based limited liability company engaged in international sales of fertilizer additives. This purchase is accounted for as an equity accounted investment.
In 2019, we changed our corporate domicile from Nevada to Alberta, Canada.
In January 2020, ENP Realty, LLC became a wholly owned subsidiary of ENP Investments, LLC and was renamed to ENP Mendota, LLC. ENP Mendota owns a building that the Company occupies.
In June 2022, ENP Peru Investments, LLC became a subsidiary with NanoChem owning 91.67% and ENP Investments, LLC owning 8.33% of ENP Peru. In 2023, NanoChem purchased the remaining 8.33% of shares to become sole owner. ENP Peru was previously accounted for under the equity method however, from 2022 it is consolidated into the financial statements from the date control was obtained. ENP Peru owns a building the Company occupies.
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In June 2023, 317 Mendota LLC (“317 Mendota”) was created to purchase real estate and the Company has 80% ownership with an unrelated party (NCI) owning the remaining 20%. The Company occupied part of the building owned by 317 Mendota and rented out the remaining portion of the building. In October 2025, the Company sold the building and will continue to rent from the new owners (see Note 6). For financial reporting purposes, the assets, liabilities and earnings of 317 Mendota are consolidated into these financial statements. The NCI’s ownership interest in 317 Mendota is recorded in non-controlling interests in these consolidated financial statements.
In 2025, Pana Chem Solutions Inc. (“Pana Chem”) set up a manufacturing facility in Panama for production of NanoChem Legacy products. Shipments started in January 2026.
We operate through a number of wholly-owned subsidiaries which are further discussed in Note 1 to the consolidated financial statements included as part of this report. Unless otherwise indicated, all references to our business include the operations of these subsidiaries.
Our website is www.flexiblesolutions.com
Our Products
Thermal Polyaspartates (“TPAs”)
We manufacture 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.
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Food and Nutritional Materials
We have installed custom equipment used to produce food and nutritional materials. All the ingredients we produce are custom products for specific clients and are confidential. We anticipate that this market vertical will grow over time.
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®.
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Principal Customers
The table below presents our revenue resulting from purchases by our major customers for the periods presented.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Company A | $ | 8,817,331 | $ | 8,050,462 | ||||
| Company B | $ | 6,169,277 | $ | 8,235,394 | ||||
| Company C | $ | 3,068,991 | $ | 4,493,455 | ||||
Customers with balances greater than 10% of our receivable balances as of each of the fiscal year ends presented are shown in the following table:
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Company A | $ | 6,652,611 | $ | 5,377,088 | ||||
| Company B | $ | 980,638 | * | $ | 1,866,645 | |||
| Company D | $ | 170,148 | * | $ | 1,189,157 | |||
| Company E | $ | 1,866,972 | $ | - | ||||
*Less than 10% in that period
Competition
TPAs: Our TPA products have direct competition with Lanxess AG (spun out of Bayer AG) (“Lanxess”), a German manufacturer of TPAs, which uses a patented process different from ours. We have cross-licensed each other’s processes and either company can use either process for the term of the patents involved. We believe that Lanxess has approximately the same production capacity and product costs as we do. We believe that we can compete effectively with Lanxess by offering excellent customer service in oilfield sales, superior distributor support in the agricultural marketplace and flexibility due to our relative size. In addition, we intend to continue to seek market niches that are not the primary targets of Lanxess. There are other competitors based in Asia.
Our TPA products face indirect competition from other chemicals in every market in which we are active. For purposes of oilfield scale prevention, phosphonates, phosphates and molibdonates provide the same effect. For crop enhancement, increased fertilizer levels can serve as a substitute for TPAs. In irrigation scale control, acid washes are our prime competitor. Notwithstanding the above, we believe our competitive advantages include:
| ● | Biodegradability compared to competing oil field chemicals; | |
| ● | Cost-effectiveness for crop enhancement compared to increased fertilizer use; and | |
| ● | Environmental considerations, ease of formulation and increased crop yield opportunities in irrigation scale markets. |
HEATSAVR®: Although we are aware of two other companies that manufacture products that compete with HEATSAVR®, we believe our products are more effective and safer. We maintain fair pricing equal to or lower than our competitors and protect our intellectual property carefully. Our products are expected to maintain market share in the competitive pool market. HEATSAVR® also competes with plastic pool blanket products. However, we believe that HEATSAVR® is more effective and convenient than pool blankets.
WATERSAVR®: WATERSAVR® competes with solid and floating covers. We believe our WATERSAVR® product is superior for the following reasons: it is less expensive, requires little capital expenditure to deploy and can be started and stopped as water scarcity escalates or declines. As water conservation is an important priority throughout the world, numerous researchers are working to develop solutions that may compete with, or be superior to, WATERSAVR.
Manufacturing
Our 56,780 sq. ft. facility in Peru, Illinois manufactures our food and nutritional materials and TPA products. Raw materials for production are sourced from various manufacturers throughout the world and we believe they are available in sufficient quantities for any increase in sales. Raw materials for TPA are, however, derived from crude oil and are subject to price fluctuations related to world oil prices.
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Our HEATSAVR® products and dispensers are made from chemicals, plastics and other materials and parts that are readily available from multiple suppliers. We have never experienced any shortage in the availability of raw materials and parts for these products and we do not have any long term supply contracts for any of these items. We have these products made by outside parties without long term contracts.
Our WATERSAVR® products are manufactured by a third party. We are not required to purchase any minimum quantity of this product.
In January 2020, ENP Investments, LLC acquired a 100% interest in ENP Realty, LLC and the 14,000 sq. ft. manufacturing facility in Mendota, Illinois owned by this entity.
In 2025, Pana Chem Solutions Inc. started building out a manufacturing facility in Panama for the production of NanoChem Legacy products, such as agricultural and polymer products, increasing capacity for food and nutritional materials in Peru, IL. Shipments started leaving the Panama facility in January 2026.
In 2025, ENP Investments, LLC signed a lease for manufacturing space with the new owners of the building formerly held by 317 Mendota, LLC. See Notes 3 and 6.
Government Regulations
TPAs: In the industrial oil field and agricultural markets, we have received government approval for all TPAs currently sold.
Nitrogen Conservation Products: We have obtained all government approvals for the markets in which we sell these products.
HEATSAVR®: Chemical products for use in swimming pools are covered by a variety of governmental regulations in all countries where we sell these products. These regulations cover packaging, labeling, and product safety. We believe our products are in compliance with these regulations.
WATERSAVR®: Our WATERSAVR® product is subject to regulation in most countries, particularly for agricultural and drinking water uses. We do not anticipate that governmental regulations will be an impediment to marketing WATERSAVR® because the components in WATERSAVR® have historically been used in agriculture for many years for other purposes. Nevertheless, we may require county or state approval on a case by case basis to sell WATERSAVR® in the United States for agricultural and drinking water uses. We have received National Sanitation Foundation approval for the use of WATERSAVR® in drinking water in the United States.
Proprietary Rights
Our success is dependent, in part, upon our proprietary technology. We rely on a combination of patent, copyright, trademarks, trade secrets and nondisclosure agreements to protect our proprietary technology. We hold several US patents with various expiry dates. We have applied for additional patents in new areas of invention and may extend these patents, if granted to other jurisdictions. There can be no assurance that our patent applications will be granted or that any issued patent will be upheld as valid or prevent the development of competitive products, which may be equivalent to or superior to our products. We have not received any claims alleging infringement of the intellectual property rights of others, but there can be no assurance that we may not be subject to such claims in the future.
Research and Development
We spent $615,292 during the year ended December 31, 2025 and $329,952 during year ended December 31, 2024 on research and development.
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Employees
As of December 31, 2025, we had 78 employees, including one officer, 20 sales and customer support personnel, and 57 manufacturing personnel. None of our employees are represented by a labor union and we have not experienced any work stoppages to date.
| Item 1A. | Risk Factors |
This Form 10-K contains forward-looking information based on our current expectations. Because our actual results may differ materially from any forward-looking statements made by us, this section includes a discussion of important factors that could affect our future operations and result in a decline in the market price of our common stock.
We have in the past incurred significant operating losses and may not sustain profitability in the future.
We have in the past experienced operating losses and negative cash flow from operations. If our revenues decline, our results of operations and liquidity may be materially and adversely affected. If we experience slower than anticipated revenue growth or if our operating expenses exceed our expectations, we may not be profitable. We may not remain profitable in future periods.
Fluctuations in our operating results may cause our stock price to decline.
Given the nature of the markets in which we operate, we cannot reliably predict future revenues and profitability. Changes in competitive, market and economic conditions may cause us to adjust our operations. A high proportion of our costs are fixed, due in part to our sales, research and development and manufacturing costs. Thus, small declines in revenue could disproportionately affect our operating results. Factors that may affect our operating results and the market price of our common stock include:
| ● | Demand for and market acceptance of our products; | |
| ● | Competitive pressures resulting in lower selling prices; | |
| ● | Adverse changes in the level of economic activity in regions in which we do business; | |
| ● | Adverse changes in the oil and gas industry on which we are particularly dependent; | |
| ● | Changes in the portions of our revenue represented by various products and customers; | |
| ● | Delays or problems in the introduction of new products; | |
| ● | The announcement or introduction of new products, services or technological innovations by our competitors; | |
| ● | Variations in our product mix; | |
| ● | The timing and amount of our expenditures in anticipation of future sales; | |
| ● | Increased costs of raw materials or supplies; | |
| ● | Changes in the volume or timing of product orders; and
| |
| ● | Uncertainty in the tariff rates being charged. |
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Our operations are subject to seasonal fluctuation.
Our TPA business is the least seasonal, however there is a small increase in the spring related to inventory building for the crop season in the United States and a small slowdown in December as oilfield customers run down stock in advance of year end, but otherwise, there is little seasonal variation. We believe we are able to adequately respond to these seasonal fluctuations by reducing or increasing production as needed. The foregoing is equally true of our nitrogen conservation products. The use of our swimming pool products increases in summer months in most markets and results in our sales from January to June being greater than in July through December. Markets for our WATERSAVR® product are also seasonal, depending on the wet versus dry seasons in particular countries. We attempt to sell into a variety of countries with different seasons on both sides of the equator in order to minimize seasonality.
Interruptions in our ability to purchase raw materials and components may adversely affect our profitability.
We purchase certain raw materials and components from third parties pursuant to purchase orders placed from time to time. Because we do not have guaranteed long-term supply arrangements with our suppliers, any material interruption in our ability to purchase necessary raw materials or components could have a material adverse effect on our business, financial condition and results of operations.
Our WATERSAVR® product has not proven to be a revenue producing product and we may never recoup the cost associated with its development.
The marketing efforts of our WATERSAVR® product may result in continued losses. We introduced our WATERSAVR® product in June 2002 and, to date, we have delivered quantities for testing by potential customers, but only a few customers have ordered the product for commercial use. This product can achieve success only if it is ordered in substantial quantities by commercial customers who have determined that the water saving benefits of the product exceed the costs of purchase and deployment of the product. We can offer no assurance that we will receive sufficient orders of this product to achieve profits or cover the expenses incurred to manufacture and market this product. We have received National Sanitation Foundation approval for the use of WATERSAVR® in drinking water in the United States. Nevertheless, we may require county or state approval on a case by case basis. We expect to spend $50,000 on the marketing and production of our WATERSAVR® product in fiscal 2026.
If we do not introduce new products in a timely manner, our products could become obsolete and our operating results would suffer.
Without the timely introduction of new products and enhancements, our products could become obsolete over time, in which case our revenue and operating results would suffer. The success of our new product offerings will depend upon several factors, including our ability to:
| ● | Accurately anticipate customer needs; | |
| ● | Innovate and develop new products and applications; | |
| ● | Successfully commercialize new products in a timely manner; | |
| ● | Price our products competitively and manufacture and deliver our products in sufficient volumes and on time; and | |
| ● | Differentiate our products from our competitors’ products. |
In developing any new product, we may be required to make a substantial investment before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant revenues.
We are dependent upon certain customers.
Among our current customers, we have identified three that are sizable enough that the loss of any one would be significant. Any loss of one or more of these customers could result in a substantial reduction in our revenues. See “Principal Customers” in Item 1 of this report for further details.
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Economic, political and other risks associated with international sales and operations could adversely affect our sales.
Revenues from shipments made outside of the United States accounted for approximately 16% of our revenues in the year ended December 31, 2025, 24% in the year ended December 31, 2024 and 21% in the year ended December 31, 2023. Since we sell our products worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenues from international operations will continue to represent a sizable portion of our total revenue. Accordingly, our future results could be harmed by a variety of factors, including:
| ● | Changes in foreign currency exchange rates; | |
| ● | Changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets; | |
| ● | Longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions; | |
| ● | Trade protection measures and import or export licensing requirements; | |
| ● | Differing tax laws and changes in those laws; | |
| ● | Difficulty in staffing and managing widespread operations; | |
| ● | Differing laws regarding protection of intellectual property; and | |
| ● | Differing regulatory requirements and changes in those requirements. |
We are subject to credit risk and may be subject to substantial write-offs if one or more of our significant customers default on their payment obligations to us.
We currently allow our major customers between 30 and 90 days to pay for each sale. This practice, while customary, presents an accounts receivable write-off risk if one or more of our significant customers defaulted on their payment obligations to us. Any such write-off, if substantial, would have a material adverse effect on our business and results of operations. See Item 1 of this Report for further details.
Our products can be hazardous if not handled, stored and used properly; litigation related to the handling, storage and safety of our products would have a material adverse effect on our business and results of operations.
Some of our products are flammable and must be stored properly to avoid fire risk. Additionally, some of our products may cause irritation to a person’s eyes if they are exposed to the concentrated product. Although we label our products to warn of such risks, our sales could be reduced if our products were considered dangerous to use or if they are implicated in causing personal injury or property damage. We are not currently aware of any circumstances in which our products have caused harm or property damage to consumers. Nevertheless, litigation regarding the handling, storage and safety of our products would have a material adverse effect on our business and results of operations.
Our failure to comply with environmental regulations may create significant environmental liabilities and force us to modify our manufacturing processes.
We are subject to various federal, state and local environmental laws, ordinances and regulations relating to the use, storage, handling and disposal of chemicals. Under such laws, we may become liable for the costs of removal or remediation of these substances that have been used by our consumers or in our operations. Such laws may impose liability without regard to whether we knew of, or caused, the release of such substances. Any failure by us to comply with present or future regulations could subject us to substantial fines, suspension of production, alteration of manufacturing processes or cessation of operations, any of which could have a material adverse effect on our business, financial condition and results of operations.
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Our failure to protect our intellectual property could impair our competitive position.
While we own certain patents and trademarks, some aspects of our business cannot be protected by patents or trademarks. Accordingly, in these areas there are few legal barriers that prevent potential competitors from copying certain of our products, processes and technologies or from otherwise entering into operations in direct competition with us.
Our products may infringe on the intellectual property rights of others, and resulting claims against us could be costly and prevent us from making or selling certain products.
Third parties may seek to claim that our products and operations infringe on their patents or other intellectual property rights. We may incur significant expense in any legal proceedings to protect our proprietary rights or to defend infringement claims by third parties. In addition, claims of third parties against us could result in awards of substantial damages or court orders that could effectively prevent us from making, using or selling our products in the United States or internationally.
A product liability claim for damages could materially and adversely affect our financial condition and results of operations.
Our business exposes us to potential product liability risks. There are many factors beyond our control that could lead to liability claims, including the failure of our products to work properly and the chance that consumers will use our products incorrectly or for purposes for which they were not intended. There can be no assurance that the amount of product liability insurance that we carry will be sufficient to protect us from product liability claims. A product liability claim in excess of the amount of insurance we carry could have a material adverse effect on our business, financial condition and results of operations.
Our ongoing success is dependent upon the continued availability of certain key employees.
Our business would be adversely affected if the services of Daniel B. O’Brien ceased to be available to us since we currently do not have any other employee with an equivalent level of expertise in and knowledge of our industry. If Mr. O’Brien no longer served as our President and Chief Executive Officer, we would have to recruit one or more new executives, with no real assurance that we would be able to engage a replacement executive with the required skills on satisfactory terms. The market for skilled employees is highly competitive, especially for employees in the fields in which we operate. While our compensation programs are intended to attract and retain qualified employees, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurances that we will be able to continue to attract new employees as required.
| Item 1B. | Unresolved Staff Comments. |
Not applicable.
| Item 1C. | Cybersecurity. |
| 10 |
| Item 2. | Properties. |
We own a 61,200 sq. ft. facility and a 56,780 sq. ft. facility in Peru, Illinois along with a 14,000 sq. ft facility in Mendota, Illinois which was used to manufacture our TPA line of products. In 2017, we purchased a 3,000 sq ft building on 1 acre of land in Taber, Alberta. In 2023, the Company purchased an 80% share in 317 Mendota, a real estate company that was established to purchase a manufacturing building in Mendota, IL. The building sold in October 2025 but ENP Investments still occupies part of this manufacturing space under a lease with the new owners. See Note 3 to the consolidated financial statements for specific financial obligations relating to these leases.
| Item 3. | Legal Proceedings. |
None.
| Item 4. | Mine Safety Disclosures. |
Not applicable.
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities. |
Our common stock is traded on the NYSE American under the symbol “FSI”.
As of April 15, 2026, we had approximately 3,400 shareholders.
The Company declared a special dividend of $0.10 per share, paid on May 28, 2025 to shareholders of record on May 19, 2025 for a total payment of $1,274,753.
The Company declared a special dividend of $0.10 per share, paid on May 16, 2024 to shareholders of record on April 30, 2024 for a total payment of $1,255,053.
None of our officers or directors, nor any of our principal shareholders purchased, on our behalf, any shares of our common stock from third parties either in a private transaction or as a result of purchases in the open market during the years ended December 31, 2025 and 2024.
| 11 |
As of April 15, 2026, we had 12,737,498 outstanding shares of common stock. The following table lists additional shares of our common stock, including shares issuable upon the exercise of options which have not yet vested, which may be issued as of April 15, 2026:
| Number | Note | |||||||
| Of Shares | Reference | |||||||
| Shares issuable upon exercise of options granted to our officers, directors, employees, consultants, and third parties | 1,684,000 | A | ||||||
A. Options are exercisable at prices ranging from $2.00 to $7.00 per share. See Item 11 of this report for more information concerning these options.
| Item 6. | Selected Financial Data |
Not applicable.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Results of Operations
We have four product lines.
The first is a chemical (“EWCP”) used in swimming pools and spas. The product 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 thereby reducing the energy required to maintain the desired temperature of the water. A modified version of EWCP can also be used in reservoirs, potable water storage tanks, livestock watering pods, canals, and irrigation ditches for the purpose of reducing evaporation.
The second product, biodegradable polymers (“TPAs”), is used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. TPAs can also be used to increase biodegradability in detergents and in the agriculture industry to increase crop yields by enhancing fertilizer uptake.
The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s TPA division.
| 12 |
The Company also manufactures food grade products that are made and sold by the TPA division.
Material changes in the line items in our Statement of Income and Comprehensive Income for the year ended December 31, 2025 as compared to the same period last year, are discussed below:
| Item | Increase (I) or Decrease (D) | Reason | ||
| Sales | ||||
| EWCP products | D | Decreased customer orders. | ||
| TPA products | D | Decreased customer orders. | ||
| Research and development services | I | Due to a successful project that completed in 2025. | ||
| Gross profit as a percentage of sales | D |
Increased costs associated with scaling up new products. | ||
| Gain on sale of property | I |
Sale of 317 Mendota building in 2025. | ||
| Loss on write-down of property held for sale | I | A loss occurred in 2025 when the Company put property up sale with an asking price below holding value. | ||
| Professional fees | I |
Increase in accounting fees related to tax filings combined with an increase in audit fees and consulting related to growth of the Company. | ||
| Research and development | I | New product development. | ||
| Selling, general, and administrative | I | Increase related to new operating leases along with overall growth of the Company and various one time costs associated with the Company’s new location in Panama. | ||
| Income from investments | D | Sale of 30.1% of Florida based LLC in 2024 reduced our Company’s portion of the profits. | ||
| Impairment of investment | I | One time loss as the Company’s management deemed the investment in Lygos impaired in 2025. | ||
| Loss on sale of investment | D | One time loss on the sale of 30.1 % of Florida based LLC in 2024. | ||
| Proceeds from sale of investment | D | Sale that occurred 2024 did not reoccur in 2025. |
The factors that will most significantly affect future operating results will be:
| ● | The sale price of crude oil which is used in the manufacture of aspartic acid we import from China. Aspartic acid is a key ingredient in our TPA product. If tariffs increase and if relief is not available, some customers may experience price increases; | |
| ● | Activity in the oil and gas industry, as we sell our TPA product to oil and gas companies; and | |
| ● | Drought conditions, since we also sell our TPA product to farmers. |
Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
| 13 |
Capital Resources and Liquidity
Our sources and (uses) of cash for the years ended December 31, 2025 and 2024 are shown below:
| 2025 | 2024 | |||||||
| Cash provided by operating activities | $ | 3,782,193 | $ | 5,568,346 | ||||
| Maturities of term deposits | 1,014,766 | 289,325 | ||||||
| Proceeds from sale of property | 3,750,000 | - | ||||||
| Purchase of property, equipment and leaseholds | (4,373,903 | ) | (4,964,736 | ) | ||||
| Return of investment | 500,000 | - | ||||||
| Distributions received from equity investment | - | 510,710 | ||||||
| Proceeds from sale of investment | - | 2,000,000 | ||||||
| Proceeds of short-term lines of credit, net | 96,227 | 241,680 | ||||||
| Repayment of long-term debt | (4,318,188 | ) | (1,517,500 | ) | ||||
| Proceeds from long-term debt | - | 2,162,412 | ||||||
| Dividends paid | (1,274,753 | ) | (1,255,053 | ) | ||||
| Distributions to non-controlling interest | (991,708 | ) | (794,722 | ) | ||||
| Proceeds from shares issued upon exercise of stock options | 550,960 | 184,850 | ||||||
| Effect of foreign exchange rate change on cash | 259,099 | 188,160 | ||||||
We have sufficient cash resources to meet our future commitments and cash flow requirements for the coming year. As of December 31, 2025, our working capital was $22,173,434 (2024 - $22,714,190) and we have no substantial commitments or capital requirements that require significant outlays of cash over the coming fiscal year.
Other than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way.
Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.
We do not have any commitments or arrangements from any person to provide us with any equity capital.
| 14 |
Critical Accounting Policies and Estimates
Allowances for Doubtful Accounts Receivable. We evaluate our accounts receivable to determine if they will ultimately be collected. This evaluation includes significant judgments and estimates, including an analysis of receivables aging and a review of large accounts. If, for example, the financial condition of a customer deteriorates resulting in an impairment of its ability to pay or a pattern of late payment develops, an allowance may be required.
Provisions for Inventory Obsolescence. We may need to record a provision for estimated obsolescence and shrinkage of inventory. Our estimates consider the cost of inventory, the estimated market value, the shelf life of the inventory and our historical experience. If there are changes to these estimates, provisions for inventory obsolescence may be necessary.
Valuation of Goodwill and Intangible Assets. We review goodwill and intangible assets to determine if there are qualitative factors which exist which may indicate that the carrying value exceeds the fair value. Our estimates are based upon an assessment of market conditions and expected future cash flows to be generated by the reporting units and related assets. If factors exist which indicate that the carrying value exceeds the fair value, an impairment charge against the goodwill and intangible assets could be required.
Useful Lives of Property, Equipment and Leaseholds and Intangible Assets. We amortize and depreciate our property, equipment and leaseholds and intangible assets based on their estimated useful lives. We estimate the expected useful lives based on the expected term over which the asset is expected to continue to generate economic benefit for our company. If there are differences between the expected useful lives and the actual useful lives of the asset, impairment of property, equipment and leaseholds or intangible assets could be necessary.
Revenue Recognition. The Company recognizes revenue when control of promised goods is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue is recognized at a point in time, generally upon shipment, as this represents the transfer of the risk of loss and control to the carrier (F.O.B. shipping point). Shipping and handling activities are accounted for as fulfillment costs.
Stock Based Compensation The fair value of share-based payments are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Since the Black-Scholes option pricing model relies on highly subjective assumptions, any changes to these inputs can significantly impact the estimated value.
Income Taxes Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change and interpretation. As such, income taxes are subject to measurement uncertainty. Assessing the recoverability of deferred tax assets requires the Company to make estimates related to the expectations of future taxable income and the application of existing tax laws. To the extent that future taxable income differs significantly from estimates, the ability of the Company to realize deferred tax assets could be impacted.
Privately Held Equity Investments The recoverability of privately held equity investments requires management to make certain assumptions and estimates. Changes in these assumptions and estimates could result in materially different results.
See Note 2 to the consolidated financial statements included as part of this report for a description of our significant accounting policies.
Recent Accounting Pronouncements
We have evaluated recent accounting pronouncements issued since January 1, 2025 and determined that the adoption of these recent accounting pronouncements will not have a material effect on our consolidated financial statements.
| 15 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
| Item 8. | Financial Statements and Supplementary Data. |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm, Assure CPA, LLC (PCAOB ID NO: |
F-1 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-2 |
| Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-5 |
| Notes to Consolidated Financial Statements | F-6 |
| 16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Flexible Solutions International Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Flexible Solutions International Inc. (“the Company”) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2024.
PCAOB ID: 444
April 15, 2026
| F-1 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Consolidated Balance Sheets
As at December 31
(U.S. Dollars)
December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | $ | $ | ||||||
| Term deposits (Note 2) | ||||||||
| Accounts receivable, net (Note 4) | ||||||||
| Inventories (Note 5) | ||||||||
| Prepaid expenses and deposits | ||||||||
| Property held for sale | - | |||||||
| Total current assets | ||||||||
| Property, equipment and leaseholds, net (Note 6) | ||||||||
| Right of use assets, net (Note 3) | - | |||||||
| Intangible assets (Note 7) | ||||||||
| Long term deposits (Note 8) | ||||||||
| Investments (Note 9) | ||||||||
| Goodwill (Note 7) | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Income taxes payable | ||||||||
| Short-term lines of credit (Note 10) | ||||||||
| Current portion of lease liabilities (Note 3) | - | |||||||
| Current portion of long term debt (Note 11) | ||||||||
| Total current liabilities | ||||||||
| Right of use liabilities, net (Note 3) | - | |||||||
| Net deferred income tax liability (Note 12) | ||||||||
| Long term debt (Note 11) | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Notes 10 and 11) | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Capital stock (Note 15) | ||||||||
| Authorized: | ||||||||
| Issued and outstanding: | ||||||||
| 12,723 | 12,516 | |||||||
| Common stock,value | ||||||||
| Capital in excess of par value | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated earnings | ||||||||
| Total stockholders’ equity – controlling interest | ||||||||
| Non-controlling interests (Note 16) | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See Notes to Consolidated Financial Statements.
| F-2 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31
(U.S. Dollars)
| 2025 | 2024 | |||||||
| Sales | ||||||||
| Products | $ | $ | ||||||
| Research and development services (Note 2) | - | |||||||
| Total Sales | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Gain on sale of property (Note 6) | ( | ) | - | |||||
| Loss on write-down of property held for sale (Note 6) | - | |||||||
| Professional fees | ||||||||
| Research and development | ||||||||
| Selling, general, and administrative | ||||||||
| Wages, administrative salaries and benefits | ||||||||
| Total operating expenses | ||||||||
| Operating income | ||||||||
| Non-operating income (expense) | ||||||||
| Income from investments (Note 9) | ||||||||
| Impairment of investment | ( | ) | - | |||||
| Loss on sale of investment (Note 9) | - | ( | ) | |||||
| Loss on lease termination | - | ( | ) | |||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total non-operating expense | ( | ) | ( | ) | ||||
| Income before income tax | ||||||||
| Income taxes (Note 12) | ||||||||
| Deferred income tax expense | ( | ) | ( | ) | ||||
| Current income tax expense | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Net income attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net income attributable to controlling interest | $ | $ | ||||||
| Income per share (basic) (Note 13) | $ | $ | ||||||
| Income per share (diluted) (Note 13) | $ | $ | ||||||
| Weighted average number of common shares (basic) | ||||||||
| Weighted average number of common shares (diluted) | ||||||||
| Other comprehensive income: | ||||||||
| Net income | $ | $ | ||||||
| Unrealized gain on foreign currency translations | ||||||||
| Total comprehensive income | ||||||||
| Comprehensive income – non-controlling interest | ( | ) | ( | ) | ||||
| Comprehensive income attributable to controlling interest | $ | $ | ||||||
See Notes to Consolidated Financial Statements.
| F-3 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
For Years Ended December 31
(U.S. Dollars)
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net income for the year | $ | $ | ||||||
| Adjustments to reconcile net income to net cash: | ||||||||
| Stock based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash operating lease | - | |||||||
| Income from investments | ( | ) | ( | ) | ||||
| Loss on write-down of property held for sale | - | |||||||
| Impairment of investment | - | |||||||
| Loss on sale of investment | - | |||||||
| Gain on sale of property | ( | ) | - | |||||
| Deferred income tax expense | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and deposits | ( | ) | ||||||
| Long term deposits | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Income taxes payable | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Maturities of term deposits | ||||||||
| Proceeds from sale of property | - | |||||||
| Purchase of property, equipment and leaseholds | ( | ) | ( | ) | ||||
| Return of investment | - | |||||||
| Proceeds of sale of investment | - | |||||||
| Distributions received from equity investment | - | |||||||
| Cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from short-term lines of credit, net | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Proceeds from long-term debt | - | |||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Distribution to non-controlling interests | ( | ) | ( | ) | ||||
| Proceeds from shares issued upon exercise of stock options | ||||||||
| Cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of foreign exchange rate changes on cash | ||||||||
| Increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Supplemental schedule of non-cash financing and investing activities | ||||||||
| Recognition of operating lease liability and right of use assets | $ | $ | - | |||||
See Notes to Consolidated Financial Statements.
| F-4 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2025 and 2024
(U.S. Dollars)
| Shares | Capital Stock | Capital in Excess of Par Value | Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) | Total | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | |||||||||||||||||||||||||||
| Dividends paid | — | — | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||
| Shares issued upon exercise of stock options | — | — | — | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | |||||||||||||||||||||||||||
| Dividends paid | — | — | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||
| Common shares issued upon exercise of stock options | — | — | — | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
| F-5 |
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(U.S. Dollars)
1. BASIS OF PRESENTATION
These
consolidated financial statements (“consolidated financial statements”) include the accounts of Flexible
Solutions International, Inc. (the “Company”), its wholly-owned subsidiaries Flexible Fermentation Ltd., NanoChem Solutions
Inc. (“NanoChem”), Flexible Solutions Ltd., Flexible Biomass LP, FS Biomass Inc., NCS Deferred Corp., Natural Chem SEZC Ltd.
(“Natural Chem”), Pana Chem Solutions Inc. (Pana Chem”), InnFlex Holdings Inc., ENP Peru Investments LLC (“ENP
Peru”), its
In
2023, the Company purchased an
The Company and its subsidiaries develop, manufacture and market specialty chemicals which slow the evaporation of water. One product, HEATSAVR®, is marketed for use in swimming pools and spas where its use, by slowing the evaporation of water, allows the water to retain a higher temperature for a longer period of time and thereby reduces the energy required to maintain the desired temperature of the water in the pool. Another product, WATERSAVR®, is marketed for water conservation in irrigation canals, aquaculture, and reservoirs where its use slows water loss due to evaporation. In addition to the water conservation products, the Company also manufactures and markets water-soluble chemicals utilizing thermal polyaspartate biopolymers (hereinafter referred to as “TPAs”), which are beta-proteins manufactured from the common biological amino acid, L-aspartic. TPAs can be formulated to prevent corrosion and scaling in water piping within the petroleum, chemical, utility and mining industries. TPAs are also used as proteins to enhance fertilizers in improving crop yields and can be used as additives for household laundry detergents, consumer care products and pesticides. The TPA division also manufactures two nitrogen conservation products for agriculture that slows nitrogen loss from fields and has installed custom equipment for production of food and nutritional materials. All the ingredients the Company produces are custom products for specific clients and are confidential. The Company anticipates that this market vertical will grow over time. The Company also manufactures food grade products that are made and sold by the TPA division. The TPA division recognizes research and development income from time to time.
| F-6 |
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared on a historical cost basis, except where otherwise noted, in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.
(a) Cash and Cash Equivalents.
The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions. As of December 31, 2025 and 2024, the Company did not have any cash equivalents.
Certain term deposits previously included in cash and cash equivalents have been reclassified to reflect this policy. Accordingly, the prior year comparative statement of cash flows has been reclassified to present term deposits with original maturities greater than three months within investing activities. These reclassifications had no effect on previously reported net income, total assets, or shareholders’ equity.
(b) Term Deposits.
Term deposits with original maturities greater than three months but less than one year are classified as current assets and carried at amortized cost, which approximates fair value. Interest income is recognized on the accrual basis.
At
December 31, 2025, the Company had three term deposits that are maintained by commercials banks. The first term deposit is for $
(c) Inventories and Cost of Sales.
The Company has three major classes of inventory: completed goods, work in progress and raw materials and supplies. In all classes, inventories are stated at the lower of cost or net realizable value with cost determined using either weighted average cost or the first-in, first-out (FIFO) method, depending on the entity. Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. Inventory costs and costs of sales include direct costs of the raw material, inbound freight charges, warehousing costs, handling costs (receiving and purchasing) and utilities and overhead expenses related to the Company’s manufacturing and processing facilities. The Company periodically reviews its inventory for slow-moving or obsolete items and writes down the inventory carrying value to its estimated net realizable value based on assumptions about future demand and market conditions.
The Company accounts for shipping and handling activities as fulfillment costs and shipping and handling charges included in the consolidated statements of income and comprehensive income are as follows:
SCHEDULE OF SHIPPING AND HANDLING CHARGES
| 2025 | 2024 | |||||||
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Shipping income in product sales | $ | $ | ||||||
| Product sales | $ | $ | ||||||
| Shipping costs in cost of sales | $ | $ | ||||||
| Cost of sales | $ | $ | ||||||
| F-7 |
(d) Allowance for Doubtful Accounts.
The Company maintains an allowance for expected credit losses at a level management believes is adequate to absorb estimated losses at the balance sheet date. The Company’s expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data. The Company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economics, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management monitors the adequacy of the allowance through quarterly reviews of customer creditworthiness and local economic trends.
(e) Property, Equipment, and Leaseholds.
The following assets are recorded at cost and depreciated using the methods and annual rates shown below:
SCHEDULE OF METHOD OF DEPRECIATION
| Manufacturing equipment | ||
| Office equipment | ||
| Building and improvements | ||
| Automobiles | ||
| Technology |
The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. The Company recognizes a gain (loss) on a sale of property, equipment, and leaseholds assets based upon the proceeds received on the sale less the net carrying value of the asset. The Company charges expenditures for maintenance and repairs to operations when incurred.
(f) Impairment of Long-Lived Assets.
Property, Equipment, Leasehold, and Definite-lived Intangible Assets:
The Company reviews the carrying amount of our property, equipment, leasehold, and definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group are not recoverable, impairment is measured and recognized as the amount by which the carrying value exceeds its fair value. Fair value is generally determined based on discounted future cash flows.
Goodwill and Indefinite-lived Intangible Assets:
Goodwill and indefinite-lived intangible assets are tested for impairment annually by the Company on December 31 or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level using a two-step process which includes a qualitative and quantitative assessment. Indefinite-lived intangible assets are tested for impairment by comparing their fair value to their carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized in the period it is identified. The Company determines fair value using appropriate valuation methodologies, including discounted cash flow models and market-based approaches, which incorporate assumptions regarding future performance, growth rates, discount rates, and other relevant factors. Any impairment losses recognized are recorded as an expense in the consolidated statements of income.
(g) Foreign Currency.
The functional currency of the Company is the U.S. dollar. The functional currency of three of the Company’s subsidiaries is the Canadian dollar. The translation of the Canadian dollar to the reporting currency of the Company, the U.S. dollar, is performed for assets and liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange rates prevailing during the period. Translation adjustments arising on conversion of the Company’s financial statements from the subsidiary’s functional currency, Canadian dollars, into the reporting currency, U.S. dollars, are excluded from the determination of income (loss) and are disclosed as other comprehensive income in the consolidated statements of operations and comprehensive income.
| F-8 |
Foreign exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income (loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.
(h) Revenue Recognition.
The Company recognizes revenue when control of promised goods is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue is recognized at a point in time, generally upon shipment, as this represents the transfer of the risk of loss and control to the carrier (F.O.B. shipping point). Shipping and handling activities are accounted for as fulfillment costs.
Returns and Allowances
The Company’s historical experience with product returns has been insignificant; accordingly, no allowance for returns is recorded at the balance sheet date.
Deferred Revenue
Deferred revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition of revenue until the criteria for revenue recognition has been met and payments become due or cash is received from these distributors.
(i) Research and Development Services.
Income from research and development services is recognized over a period of time as the Company satisfies contractual performance obligations. Costs related to these services are expensed as research and development costs as incurred.
(j) Stock Issued in Exchange for Services.
The Company’s common stock issued in exchange for services is valued at fair value based upon trading prices of the Company’s common stock on the dates the stock is granted. The corresponding expense of the services rendered is recognized over the period that the services are performed.
(k) Stock-based Compensation.
Stock-based compensation expense is recognized for equity awards granted to employees, directors and other eligible participants based on the fair value of the awards at the grant date. For stock options, fair value is estimated using an appropriate valuation model such as the Black-Scholes option pricing model. The fair value of stock options is recognized as an expense of the requisite service period, typically the vesting period, using the graded-vesting method. The Company estimates expensed forfeitures based on historical data and adjusts stock-based compensation expenses accordingly. Shares are issued from Treasury upon exercise of stock options.
(l) Other Comprehensive Income.
Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income is comprised only of unrealized foreign exchange gains and losses related to the translation of subsidiaries’ functional currency into the reporting currency.
| F-9 |
(m) Income Per Share.
Basic earnings per share is computed by dividing net income (loss) attributable to controlling interest available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share are calculated giving effect to the potential dilution of the exercise of options and stock awards. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and stock awards are included in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the years ended December 31, 2025 and 2024.
(n) Use of Estimates.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact the results of operations and cash flows.
Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Significant areas requiring the use of management estimates include long-lived asset impairment analysis, share-based payments, valuation allowances for deferred income tax assets, determination of useful lives of property, equipment and leaseholds and intangible assets, recoverability of accounts receivable, recoverability of investments, discount rates for right of use assets and the costing and recoverable value of inventory.
(o) Fair Value of Financial Instruments.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets or liabilities. |
The fair values of cash, term deposits, investments and the line of credit for all periods presented approximate their respective carrying amounts due to the short-term nature of these financial instruments.
The fair value of the long-term debt for all periods presented approximate their respective carrying amounts due to these financial instruments being at market rates.
| F-10 |
(p) Contingencies.
The Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a contingency is at least reasonably possible but not probable, or if the amount cannot be estimated, the Company discloses the nature of the contingency in the notes to the financial statements. Legal costs associated with such matters are expensed as incurred, and no accruals are recorded for contingencies where the likelihood of loss is remote.
(q) Income Taxes.
Income taxes are computed by multiplying the Company’s taxable net income by the Company’s effective tax rates. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.
It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.
To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as tax expense (benefit) in the consolidated statements of income and comprehensive income.
(r) Risk Management and Concentrations.
The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties.
| F-11 |
Excluding research and development services revenue, total revenue for the Company’s three primary customers in each period is as follows:
SCHEDULE OF TOTAL REVENUE
| Full year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Total revenue for three primary customers | $ | $ | ||||||
| Total revenue for three primary customers as a percentage of sales | % | % | ||||||
| Research and development services | $ | $ | - | |||||
| Research and development services as a percentage of sales | % | - | ||||||
Total accounts receivable for the Company’s three primary product sales customers for the full year ended December 31, 2025 is as follows:
| Full year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable of three primary customers | $ | | % | $ |
| % | ||
There
was
See Note 4 for allowance for doubtful accounts, all unrelated to our primary or research and development customers.
The credit risk on cash is limited because the Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.
(s) Leases.
Leases are evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. For leases with terms greater than 12 months, the Company records the related right-of-use (“ROU”) asset and lease obligation at the present value of lease payments over the term. Leases may include fixed rental escalation clauses, renewal options and / or termination options that are factored into the determination of lease payments when appropriate. The Company’s operating leases are included in ROU assets, lease liabilities-current portion and lease liability-long term portion in the accompanying consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The Company’s leases do not usually provide a readily determinable implicit rate; therefore, an estimate of the Company’s incremental borrowing rate is used to discount the lease payments based on information available at the lease commencement date.
(t) Investments.
Investment, at cost
The Company accounts for investments in equity securities that do not have a readily determinable fair value using the cost method. These investments are initially recorded at cost and are not subsequently remeasured unless impaired. Dividends received from cost-method investments are recognized as income when declared, provided they do not represent a return of capital. The Company evaluates these investments for impairment at each reporting period based on qualitative factors, such as financial condition, operational performance, and general market conditions affecting the investee. If an investment is determined to be impaired and the impairment is considered other than temporary, the carrying amount is reduced to its estimated recoverable value, with the impairment loss recognized in earnings.
Investment, equity method
The Company accounts for investments in entities over which it has significant influence, but not control, using the equity method of accounting. Under the equity method, the investment is initially recorded at cost, and the carrying amount is subsequently adjusted for the Company’s share of the investee’s income, losses, and dividends received. When a portion of an equity-method investment is sold, the Company recognizes a gain or loss on the sale based on the difference between the carrying amount of the investment sold and the proceeds received. The Company adjusts the carrying amount of the remaining investment based on its proportionate share of the investee’s equity after the sale. The Company assesses its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an equity-method investment exceeds its recoverable amount, an impairment loss is recognized.
(u) Reclassification.
Certain prior year amounts have been reclassified to conform to the 2025 financial statements presentation. Reclassifications had no effect on net income, cash flows, or stockholders’ equity as previously reported.
(v) Goodwill and Intangible Assets.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is assigned to reporting units at the date of acquisition and is not amortized but is subject to periodic impairment testing. The carrying amount of goodwill is adjusted only in the event of impairment or upon the disposal of a business.
| F-12 |
Intangible Assets
Intangible assets acquired separately are recorded at cost, while those acquired in a business combination are recognized at fair value as of the acquisition date. Intangible assets are classified into the following categories:
| ● | Definite-Lived Intangible Assets – These assets are amortized over their estimated useful lives on a straight-line basis or another systematic basis that better reflects the pattern of consumption of economic benefits. The estimated useful lives of these assets are reviewed periodically to determine whether adjustments are necessary. | |
| ● | Indefinite-Lived Intangible Assets – Certain intangible assets are classified as indefinite-lived when there is no foreseeable limit to the period over which they are expected to contribute to cash flows. These assets are not amortized but are subject to periodic evaluation to confirm their classification remains appropriate. |
(w) Recent Accounting Pronouncements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted. We adopted this guidance which resulted in additional required disclosures included in our consolidated financial statements for the year ended December 31, 2025 and income tax disclosure for the comparative year ended December 31, 2024 were modified retrospectively to include the new requirements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on its consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
3. LEASES
Naperville Operating Lease
In January 2016, NanoChem
Solutions Inc. leased a space in Naperville, IL for office and research and development. The lease was for an initial five years and renewable
every five years for a further five years. In March 2024, the Company consolidated NanoChem operations into the Peru, IL locations and
terminated the lease in Naperville, IL. The Company had to pay a penalty of $
Panama Operating Lease
In 2024, the Company executed
a contract to lease
The lease liability related
to this operating lease, which represents the present value of the lease payments, and the corresponding ROU asset were both $
Mendota, Illinois Operating Leases
In October 2025, in connection
with the sale of a building previously occupied by the Company’s subsidiary ENP Investments (see Note 6), ENP Investments entered
into operating leases with the new owner for a total of
Section A (
Section B (
| F-13 |
The following table summarizes expense and cash payments for operating leases during the periods noted:
SCHEDULE OF CASH PAYMENTS FOR OPERATING LEASE
| 2025 | 2024 | |||||||
| Operating lease expense | $ | $ | ||||||
| Cash paid for rents with terms less than 1 year | $ | $ | ||||||
| Cash paid for operating lease liability | $ | $ | ||||||
| Cash paid for security deposit | $ | $ | ||||||
| Cash paid for early termination of lease | $ | - | $ | |||||
| Security deposit forfeited upon termination of lease | $ | - | $ | |||||
The following table contains the weighted average remaining lease term and discount rate for operating leases as of the end of the period:
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE
| As of December 31, 2025 | ||||
| Remaining lease term – Panama operating lease | ||||
| Remaining lease term – Mendota, IL operating lease | ||||
| Discount rate - operating leases | % | |||
The table below presents a maturity analysis of the future minimum lease payments for operating leases as of December 31, 2025:
SUMMARY OF RIGHT-OF-USE ASSET AND LEASE LIABILITY
| Twelve months ending December 31, | Total | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total operating lease payments | ||||
| Less: discount on lease liability | ( | ) | ||
| Total operating lease liability | ||||
| Less: current portion of operating lease liability | ( | ) | ||
| Non-current operating lease liability | $ | |||
4. ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE
| 2025 | 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowances for doubtful accounts | ( | ) | ( | ) | ||||
| Total accounts receivable | $ | $ | ||||||
5. INVENTORIES
SCHEDULE OF INVENTORY
| 2025 | 2024 | |||||||
| Completed goods | $ | $ | ||||||
| Works in progress | - | |||||||
| Raw materials and supplies | ||||||||
| Total inventory | $ | $ | ||||||
6. PROPERTY, EQUIPMENT AND LEASEHOLDS
SCHEDULE OF PROPERTY AND EQUIPMENT
| 2025 | Accumulated | 2025 | ||||||||||
| Cost | Depreciation | Net | ||||||||||
| Buildings and improvements | $ | $ | $ | |||||||||
| Automobiles | ||||||||||||
| Office equipment | ||||||||||||
| Manufacturing equipment | ||||||||||||
| Land | — | |||||||||||
| Technology | — | |||||||||||
| $ | $ | $ | ||||||||||
| F-14 |
| 2024 | Accumulated | 2024 | ||||||||||
| Cost | Depreciation | Net | ||||||||||
| Buildings and improvements | $ | $ | $ | |||||||||
| Automobiles | ||||||||||||
| Office equipment | ||||||||||||
| Manufacturing equipment | ||||||||||||
| Land | — | |||||||||||
| Technology | — | |||||||||||
| $ | $ | $ | ||||||||||
Amount of depreciation expense
for 2025 was: $
In October 2025, the Company
completed a sale of its land and building owned by its subsidiary 317 Mendota for gross proceeds of $
In late 2025, management committed
to a plan to sell the
7. GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangibles assets, all of which relates to the acquisition of ENP Investments in 2018, at December 31, 2025 and 2024 consisted of the following:
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS
| December 31, 2025 | December 31, 2024 | |||||||
| Goodwill | $ | $ | ||||||
| Intangibles Assets: | ||||||||
| Indefinite lived – trade secrets and trademarks | ||||||||
| Definite lived – customer lists | ||||||||
| Accumulated amortization on definite-lived intangibles assets | ( | ) | ( | ) | ||||
| Net definite-lived intangible assets | ||||||||
| Total intangible assets | $ | $ | ||||||
The amount of amortization
for 2025 was $
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 |
8. LONG TERM DEPOSITS
The Company has security deposits that are long term in nature which consist of damage deposits held by lessors and deposits held by various vendors for equipment purchases.
SCHEDULE OF LONG TERM DEPOSITS
| 2025 | 2024 | |||||||
| Long term deposits | $ | $ | ||||||
| F-15 |
9. INVESTMENTS
The Company’s investments at December 31, 2025 and 2024 consisted of the following:
SCHEDULE OF COMPANY’S INVESTMENTS
| 2025 | 2024 | |||||||
| Investments, at cost: | ||||||||
| Lygos Inc., simple agreement for future equity (“SAFE”) agreement | $ | - | $ | |||||
| Trio Opportunity Corp., 47,000 non-voting Class B shares (2024 – | ||||||||
| Investments, at cost: | ||||||||
| Investment, equity method: | ||||||||
| Florida-based LLC | ||||||||
| Total | $ | $ | ||||||
In
2020, the Company invested $
In September 2025, the Company received a return of $
In January 2019, the
Company invested in a Florida based LLC that is engaged in international sales of fertilizer additives. According to the operating
agreement, the Company had a
A summary of the activity associated with the Company’s investment in the Florida based LLC during the years ended December 31, 2025 and 2024 is follows:
SCHEDULE OF EQUITY METHOD INVESTMENT
| Balance, December 31, 2023 – | $ | |||
| Company’s proportionate share of earnings | ||||
| Distribution received | ( | ) | ||
| Basis of | ( | ) | ||
| Balance, December 31, 2024 – | ||||
| Company’s proportionate share of earnings | ||||
| Balance, December 31, 2025 – | $ |
Summarized profit and loss information related to the Florida based LLC is as follows:
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT
| 2025 | 2024 | |||||||
| Net sales | $ | $ | ||||||
| Gross profit | $ | $ | ||||||
| Net income | $ | $ | ||||||
During the year ended December
31, 2025, the Company had sales of $
| F-16 |
10. SHORT-TERM LINES OF CREDIT
(a) In June 2025, ENP Investments renewed
the line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving line of credit is for an aggregate amount
of up to the lesser of (i) $
The revolving line of credit
contains customary affirmative and negative covenants, including the following: compliance with laws, provisions of financial statements
and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock
Yard’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting
liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions
and affiliate transactions. NanoChem is a guarantor of
To secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of ENP Investments, exclusive of intellectual property assets.
The balance outstanding under
this revolving line as of December 31, 2025 was $
(b)
In August 2025, the Company renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving
line of credit is for an aggregate amount of up to the lesser of (i) $
The revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provision of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock Yards access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. The covenants also require that the Company maintain a minimum ratio of qualifying financial assets to the sum of qualifying financial obligations.
To secure repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of NanoChem, exclusive of intellectual property assets.
The balance outstanding under
this revolving line as of December 31, 2025 was $
| F-17 |
11. LONG TERM DEBT
Debt, all of which is with StockYards Bank and Trust, at December 31, 2025 and 2024 consisted of the following:
SCHEDULE OF LONG TERM DEBT
| December 31, 2025 | December 31, 2024 | |||||||
| ENP Mendota, | $ | $ | ||||||
| ENP Peru, | ||||||||
| ENP Peru, | ||||||||
| Nanochem, | ||||||||
| NanoChem, | - | |||||||
| NanoChem, | - | |||||||
| 317 Mendota, | - | |||||||
| Long-term debt | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt non current | $ | $ | ||||||
The following table summarizes the scheduled annual future principal payments as of December 31, 2025
SCHEDULE OF ANNUAL FUTURE PRINCIPAL PAYMENTS
| Year Ended December 31, | Principal Amount Due | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
12. INCOME TAXES
The provision for income tax expense (benefit) is comprised of the following:
SCHEDULE OF PROVISION FOR INCOME TAX EXPENSE (BENEFIT)
| 2025 | 2024 | |||||||
| Current tax, federal | $ | $ | ||||||
| Current tax, state | ||||||||
| Current tax, foreign | ||||||||
| Current tax, total expense | ||||||||
| Deferred income tax, federal | ||||||||
| Deferred income tax, state | ||||||||
| Deferred income tax, foreign | - | - | ||||||
| Deferred income tax, total expense (benefit) | ||||||||
| Total | $ | $ | ||||||
| F-18 |
Income taxes paid in cash, net refunds received, during the years ended December 31, 2025 and 2024 were as follows:
SCHEDULE OF INCOME TAXES PAID IN CASH
| United States | $ | ( | ) | $ | ||||
| State of Illinois | - | - | ||||||
| Canada | - | |||||||
| Total | $ | $ |
The following table reconciles the income tax expense at the U.S. Federal statutory rate to income tax expense at the Company’s effective tax rates.
SCHEDULE OF RECONCILIATION OF INCOME TAXES
| $ | % | $ | % | ||||||||||||
| 2025 | 2024 | ||||||||||||||
| $ | % | $ | % | ||||||||||||
| Income before income tax - United States | $ | $ | |||||||||||||
| Income before income tax - Canada | ( | ) | |||||||||||||
| Income before income tax - Panama | ( | ) | - | ||||||||||||
| Income before income tax | |||||||||||||||
| US federal statutory tax rate | % | % | |||||||||||||
| Illinois state income tax, net of federal tax benefit | % | % | |||||||||||||
| Foreign tax effects - Canada | % | ( | ) | ( | )% | ||||||||||
| Foreign tax effects – Panama | % | ||||||||||||||
| Valuation allowance | ( | ) |
( | )% | ( | ) | ( | )% | |||||||
Nontaxable or nondeductible items: | |||||||||||||||
Income attributable to non-controlling interests in pass-through entities | ( | ) | ( | )% | ( | ) | ( | ) | |||||||
Other | - | % | % | ||||||||||||
Other adjustments | % | % | |||||||||||||
| Total | $ | % | $ | % | |||||||||||
Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax assets (liabilities) at December 31, 2025 and 2024 are comprised of the following:
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES)
| 2025 | 2024 | |||||||
| Canada | ||||||||
| Non-capital loss carryforwards | $ | $ | ||||||
| Share issuance costs | ||||||||
| Property, equipment and leaseholds | ||||||||
| Deferred tax assets gross | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
| United States | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Property, equipment and leaseholds | ||||||||
| Deferred tax asset | ||||||||
| Intangible assets | ( | ) | ( | ) | ||||
| Investments | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax liability | $ | ( | ) | $ | ( | ) | ||
| Panama | ||||||||
| Net operating loss carryforwards | $ | $ | - | |||||
| Valuation allowance | ( | ) | - | |||||
| Net deferred tax asset | - | - | ||||||
| Net deferred tax liability | $ | ( | ) | $ | ( | ) |
| F-19 |
The Company has non-capital loss carryforwards of $
SCHEDULE OF NON OPERATING LOSS CARRYFORWARDS
| Loss | ||||
| 2030 | $ | |||
| 2031 | ||||
| 2032 | ||||
| 2037 | ||||
| 2039 | ||||
| 2040 | ||||
| 2041 | ||||
| 2042 | ||||
| 2043 | ||||
| 2044 | ||||
| 2045 | ||||
| Total | $ | |||
As at December 31, 2025, the Company has federal and state income
tax net operating loss carryforwards of $
As at December 31, 2025, the Company has income
tax net operating loss carryforwards of $
The Company’s federal income tax returns for fiscal years 2022 through 2025 remain open and subject to examination.
The Company recognizes income tax liabilities from
uncertain tax positions where there is uncertainty as to whether a tax position is sustainable using the more-likely-than-not threshold.
During the years ended December 31, 2025 and 2024, the total liability for uncertain tax positions changed by $(
Subsequent to December 31, 2025, based on discussions with its tax consultants, management determined that the Company is responsible for paying income taxes with respect to tax positions taken since 2019. This determination confirms the existence of the liability previously accrued by the Company. The liability recorded as of December 31, 2025 represents management’s best estimate of the obligation based on information available at the balance sheet date. Management is currently working with its tax consultants to assess the full extent of the obligation, and any adjustment to the estimated recorded liability resulting from this process will be reflected in the period in which the change in estimate is identified.
Additionally, the Company
has accrued interest and penalties related to these tax liabilities, which are recorded as a component of income tax expense (benefit).
As of December 31, 2025 and 2024, the Company recorded a change of $
13. INCOME PER SHARE
The Company presents both basic and diluted income per share on the face of its consolidated statements of income and comprehensive income. Basic and diluted income per share is calculated as follows:
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE
| 2025 | 2024 | |||||||
| Net income attributable to controlling interest | $ | $ | ||||||
| Weighted average common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Net income per common share attributable to controlling interest: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
Certain stock options whose terms and conditions are described in Note 14, “Stock Based Compensation” could potentially dilute basic EPS in the future, but were not included in the computation of diluted EPS because to do so would have been anti-dilutive. Those anti-dilutive options are as follows.
SCHEDULE OF ANTI-DILUTIVE OPTIONS
| F-20 |
| 2025 | 2024 | |||||||
| Anti-dilutive options | ||||||||
There were
14. STOCK BASED COMPENSATION
The Company has a stock
option plan and stock incentive plan (“Plan”). The purpose of this Plan is to provide additional incentives to key
employees, officers, directors and consultants of the Company and its subsidiaries in order to help attract and retain the best
available personnel for positions of responsibility and otherwise promote the success of the Company’s business. It is
intended that options issued under this Plan constitute non-qualified stock options. The general terms of awards under the plan are that
During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation as follows:
SCHEDULE OF RECOGNIZED STOCK BASED COMPENSATION
| 2025 | 2024 | |||||||
| Wages, administrative salaries and benefits | $ | $ | ||||||
| Professional fees | ||||||||
| Stock based compensation | $ | $ | ||||||
The following table summarizes the Company’s stock option activities for the years ended December 31, 2025 and 2024:
SCHEDULE OF STOCK OPTION ACTIVITIES
| Number of shares | Exercise price per share | Weighted average exercise price | ||||||||||
| Balance, December 31, 2023 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Cancelled or expired | ( | ) | $ | $ | ||||||||
| Exercised | ( | ) | $ | $ | ||||||||
| Balance, December 31, 2024 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Cancelled or expired | ( | ) | $ | $ | ||||||||
| Exercised | ( | ) | $ | $ | ||||||||
| Balance, December 31, 2025 | $ | $ | ||||||||||
| Exercisable, December 31, 2025 | $ | $ | ||||||||||
During the year ended
December 31, 2025, the Company granted
SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTIONS
| 2025 | 2024 | |||||||
| Expected life – years | ||||||||
| Interest rate | % | % | ||||||
| Volatility | % | % | ||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
Fair value of stock awards granted | $ | $ | ||||||
As of December 31, 2025, the
weighted-average remaining contractual life of outstanding and exercisable options is
| F-21 |
The aggregate intrinsic value
of options outstanding and exercisable at December 31, 2025 is $
During the year ended December 31, 2025, the Company granted
15. CAPITAL STOCK
During the year ended December
31, 2025,
The Company declared a special
dividend of $
The Company declared a special
dividend of $
16. NON-CONTROLLING INTERESTS
(a) ENP Investments is a limited liability corporation (“LLC”) that manufactures
and distributes golf, turf and ornamental agriculture products in Mendota, Illinois. The Company owns a
ENP Investments makes cash distributions to its equity owners based on formulas defined within its Ownership Interest Purchase Agreement dated October 1, 2018. Distributions are defined in the Ownership Interest Purchase Agreement as cash on hand to the extent it exceeds current and anticipated long-term and short-term needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any.
From the effective date of
acquisition onward, the minimum distributions requirements under the Ownership Interest Purchase Agreement were satisfied. The total distribution
from the effective date of acquisition onward was $
SCHEDULE OF DISTRIBUTIONS
| Balance, December 31, 2023 | $ | |||
| Distribution | ( | ) | ||
| Non-controlling interest share of income | ||||
| Balance, December 31, 2024 | $ | |||
| Distribution | ( | ) | ||
| Non-controlling interest share of income | ||||
| Balance, December 31, 2025 | $ |
During the year ended December
31, 2025, the Company had sales of $
b)
317 Mendota is a LLC that owned real estate that the Company occupies part of while the excess was rented out. In
October 2025, the Company sold the building but continues to rent from the new owner (see Note 3 and 6). The Company owns an
| F-22 |
SCHEDULE OF NON CONTROLLING INTEREST RELATED TO ACQUISITION
| Balance, December 31, 2023 | $ | |||
| Non-controlling interest share of loss | ( | ) | ||
| Balance, December 31, 2024 | $ | |||
| Distribution | ( | ) | ||
| Non-controlling interest share of income | ||||
| Balance, December 31, 2025 | $ |
17. SEGMENTS AND SIGNIFICANT CONCENTRATIONS
The Company operates in
(a) Energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming pool blankets which save energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active ingredient within the liquid blankets and which are designed to be used in still or slow moving drinking water sources.
(b) Biodegradable polymers, also known as TPA’s (as shown under the column heading “BCPA” below), used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. This product can also be used in detergents to increase biodegradability and in agriculture to increase crop yields by enhancing fertilizer uptake.
The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s TPA division.
The Company also manufactures food grade products that are made and sold by the TPA division.
The Company’s reportable segments are strategic business units that offer different, but synergistic products and services. They are managed separately because each business requires different technology and marketing strategies. The economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows vary among the Company’s operating segments and the geographical regions in which they operate. This operating segment structure is used by the Chief Operating Decision Maker (“CODM”), who has been determined to be the Chief Executive Officer, to make key operating decisions and assess performance of the Company. The CODM evaluates segment operating performance, and makes resource allocation and performance evaluation decisions, based on gross profit and net operating income.
Year ended December 31, 2025:
SCHEDULE OF REPORTABLE SEGMENTS
| EWCP | BCPA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | - | $ | |||||||||||
| Research and development sales | - | - | ||||||||||||||
| Cost of sales | - | |||||||||||||||
| Gross profit | - | |||||||||||||||
| Wages, administrative salaries and benefits | - | |||||||||||||||
| Selling, general, and administrative | ||||||||||||||||
| Other segment items (2) | ( | ) | ||||||||||||||
| Net operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Interest expense | - | - | ||||||||||||||
| Depreciation and amortization (included in cost of sales) | - | |||||||||||||||
| Capital expenditures | - | - | ||||||||||||||
| Assets at December 31, 2025 (3) | ||||||||||||||||
| F-23 |
Year ended December 31, 2024:
| EWCP | BPCA | Other (1) | Consolidated | |||||||||||||
| Product sales | $ | $ | $ | - | $ | |||||||||||
| Research and development sales | - | - | - | - | ||||||||||||
| Cost of sales | - | |||||||||||||||
| Gross profit | - | |||||||||||||||
| Wages, administrative salaries and benefits | - | |||||||||||||||
| Selling, general, and administrative | ||||||||||||||||
| Other segment items (2) | ||||||||||||||||
| Net operating income (loss) | ( | ) | ||||||||||||||
| Interest expense | - | |||||||||||||||
| Depreciation and amortization (included in cost of sales) | - | |||||||||||||||
| Capital expenditures | - | - | ||||||||||||||
| Assets at December 31, 2024 (3) | ||||||||||||||||
| (1) | ||
| (2) | Other segment items for each reportable segment includes professional fees and research and development. | |
| (3) | Segment assets include cash, term deposits, accounts receivable, inventory, prepaid expenses, property held for sale, property, equipment and leaseholds, right of use assets, intangible assets, long-term deposits, investments and goodwill. |
Sales by territory are shown below:
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA
| 2025 | 2024 | |||||||
| Canada | $ | $ | ||||||
| United States and abroad | ||||||||
| Total | $ | $ | ||||||
The Company’s long-lived assets (property, equipment, leaseholds, right of use assets, intangibles, and goodwill) are located in Canada and the United States as follows:
SCHEDULE OF LONG-LIVED ASSETS ARE LOCATED IN CANADA AND UNITED STATE
| 2025 | 2024 | |||||||
| Canada | $ | $ | ||||||
| United States and abroad | ||||||||
| Total | $ | $ | ||||||
Three customers accounted
for $
18. SUBSEQUENT EVENTS
In March 2026, the Company
had a term deposit in the amount of $
In the three months
ended March 31, 2026, the Company issued
| F-24 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 9A. | Controls and Procedures. |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure control objectives.
As of the end of the period covered by this Annual Report on Form 10-K for the year ended December 31, 2025 we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective. In 2026, the Company will make the necessary changes required to ensure they are effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of our annual financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the 2013 COSO Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.
During this assessment for the years ended December 31, 2025, management identified material weaknesses in our internal control over financial reporting (“ICFR”) related to a material adjustment identified during the audit process indicating that controls over the financial statement close and review process were not operating effectively to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the Company’s financial statements will not be prevented or detected on a timely basis. Because of the material weaknesses, management has concluded that our ICFR was not effective as of December 31, 2025 and 2024. In 2026, we will implemented new procedures to improve our financial statement close and review process.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 17 |
| Item 9B. | Other Information. |
None of our directors or officers
| Item 9C. | Disclosures Regarding Foreign Jurisdictions That Prevent Inspections. |
Not applicable.
| Item 10. | Directors, Executive Officers and Corporate Governance. |
| Name | Age | Position | ||
| Daniel B. O’Brien | 69 | President, Chief Executive Officer, Principal Financial and Accounting Officer and a Director | ||
| John H. Bientjes | 73 | Director | ||
| Robert Helina | 60 | Director | ||
| Tom Fyles | 74 | Director | ||
| Ben Seaman | 45 | Director | ||
| David Fynn | 68 | Director |
Daniel B. O’Brien has served as our President, Chief Executive Officer and Principal Financial and Accounting Officer, as well as a director since June 1998. He has been involved in the swimming pool industry since 1990, when he founded our subsidiary, Flexible Solutions Ltd. From 1990 to 1998 Mr. O’Brien was also a teacher at Brentwood College where he was in charge of outdoor education.
John H. Bientjes has been a director since 2000. From 1984 to 2018, Mr. Bientjes served as the manager of the Commercial Aquatic Supplies Division of D.B. Perks & Associates, Ltd., located in Vancouver, British Columbia, a company that markets supplies and equipment to commercial swimming pools which are primarily owned by municipalities. Mr. Bientjes retired in 2018. Mr. Bientjes graduated in 1976 from Simon Fraser University in Vancouver, British Columbia with a Bachelor of Arts Degree in Economics and Commerce.
Robert T. Helina has been a director since 2011. Mr. Helina has been involved in the financial services industry for over 35 years which has given him extensive knowledge in business, economics and finance. His specialty is in Corporate Finance and Capital Markets. Mr. Helina holds a Bachelor of Arts degree from Trinity Western University.
Thomas M. Fyles has been a director since 2012. Dr. Fyles holds chemistry degrees from the University of Victoria (B.Sc. 1974) and York University (Ph.D. 1977). Following postdoctoral work in France, he joined the Chemistry Department at the University of Victoria in 1979 where he progressed through the academic ranks to Professor (1992) , Chair (2001 – 2006; 2008), and, on his retirement, Professor Emeritus (2017). His research program spanned analytical, synthetic, and physical chemistry with an emphasis on sensors, membranes, and water treatment processes.
| 18 |
Ben Seaman has been a director of the Company since October 2016. Mr. Seaman has been the CEO of Eartheasy.com Sustainable Living Ltd since 2007, an international ecommerce and wholesale distribution business. His company has contributed over $1M towards clean water projects in Kenya since 2013, has been recognized internationally by the Stockholm Challenge Award, and the Outdoor Industry Inspiration Award in 2016. Prior to that, he worked in sales and investor relations at Flexible Solutions. Mr. Seaman graduated from the University of Victoria with a Bachelor of Science degree in 2004. He has significant experience in launching new products, marketing, distribution and e-commerce in both the US and Canada. He’s a strong believer in the triple bottom line approach to business, giving consideration to social and environmental issues in addition to financial performance.
David Fynn has been a director since 2016. Mr. David Fynn is a Canadian Chartered Professional Accountant and services individuals/companies in many sectors including mining and commodities in his private practice. Mr. Fynn worked as a senior manager with KPMG in Canada and Ernst & Young in the United Kingdom and Saudi Arabia. Since 1996 he has been the principal of D.A. Fynn & Associates Inc., an accounting firm.
Directors are elected annually and hold office until the next annual meeting of our stockholders and until their successors are elected and qualified. All executive offices are chosen by the board of directors and serve at the board’s discretion.
John Bientjes, Thomas Fyles, Ben Seaman and David Fynn are independent directors as that term is defined in section 803 of the listing standards of the NYSE American.
Our Audit Committee, consisting of John Bientjes, Ben Seaman and David Fynn all of whom have strong financial backgrounds, facilitates and maintains open communications with our board of directors, senior management and our independent auditors. Our Audit Committee also serves as an independent and objective party which monitors our financial reporting process and internal control system. In addition, our Audit Committee reviews and appraises the efforts of our independent auditors. Our Audit Committee meets periodically with management and our independent auditors. John Bientjes and David Fynn meet the SEC’s definition of an audit committee financial expert. Each member of the Audit Committee is “independent” as that term is defined in Section 803 of the listing standards of the NYSE American.
Our Compensation Committee, consisting of John Bientjes, Ben Seaman and David Fynn, establishes salary, incentive and other forms of compensation for our Chief Executive Officer and administers our Stock Option Plan. None of our officers participated in deliberations of the compensation committee concerning executive officer compensation. During the year ended December 31, 2025 none of our executive officers served as a member of the compensation committee or as a director of another entity, one of whose executive officers served on our compensation committee or as one of our directors.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, our Chief Financial Officer and our Principal Accounting Officer, as well as our other senior management and financial staff. Interested persons may obtain a copy of our Code of Ethics from our website at www.flexiblesolutions.com.
We believe our directors benefit us for the following reasons:
| Name | Reason | |
| Daniel B. O’Brien | Long standing relationship with us. | |
| John J. Bientjes | Long standing relationship with us. | |
| Robert Helina | Corporate finance experience. | |
| Dr. Thomas Fyles | Scientific expertise. | |
| Ben Seaman | Younger generation businessman increases our awareness of internet sales and adds value to our audit and compensation committees | |
| David Fynn | Experienced accountant adds value to our audit and compensation committees |
| 19 |
| Item 11. | Executive Compensation. |
Summary Compensation Table
The following table shows in summary form the compensation earned by (i) our Chief Executive Officer and (ii) by each other executive officer who earned in excess of $100,000 during the two fiscal years ended December 31, 2024.
| Name and Principal Position | Fiscal Year | Salary (1) | Bonus (2) | Restricted Stock Awards (3) | Options Awards (4) | All Other Annual Compensation (5) | Total | |||||||||||||||||||||
| Daniel B. O’Brien | 2025 | $ | 618,000 | — | — | — | — | $ | 618,000 | |||||||||||||||||||
| President, Chief Executive Financial and Accounting Officer | 2024 | $ | 600,000 | — | — | $ | 316,000 | — | $ | 916,000 | ||||||||||||||||||
| (1) | The dollar value of base salary (cash and non-cash) earned. |
| (2) | The dollar value of bonus (cash and non-cash) earned. |
| (3) | During the periods covered by the table, the value of the shares of restricted stock issued as compensation for services to the persons listed in the table. |
| (4) | The value of all stock options granted during the periods covered by the table. |
| (5) | All other compensation received that we could not properly report in any other column of the table. |
In the fall of 2023, Daniel O’Brien, CEO, relocated to Grand Cayman in order to help with international sales. He requested that his salary be reduced to a flat $600,000 per year with annual increases at the same rate as other employees receive, making his 2025 salary $618,000. The compensation committee agreed and granted Mr. O’Brien’s request.
Non-Qualified Stock Option Plan
In August 2014 we adopted a Non-Qualified Stock Option Plan which authorizes the issuance of up to 1,500,000 shares of our common stock to persons that exercise options granted pursuant to the Plan. Our employees, directors and officers, and consultants or advisors are eligible to be granted options pursuant to the Non-Qualified Plan.
The Plan is administered by our Compensation Committee. The Committee is vested with the authority to determine the number of shares issuable upon the exercise of the options, the exercise price and expiration date of the options, and when, and upon what conditions options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation.
During the fiscal year ended December 31, 2025, we did not issue options pursuant to the Non-Qualified Plan (2024 – nil).
As of December 31, 2025, options to purchase 74,000 shares of our common stock were outstanding under our Non-Qualified Stock Option Plan. The exercise price of these options varies between $2.44 and $3.61 per share and the options expire on December 31, 2026.
Stock Option Plans
In 2022 we adopted a Stock Incentive Plan which authorized the issuance of up to 1,500,000 shares of our common stock to persons that have been granted stock awards or options pursuant to the Plan. We have amended the plan in 2025 for issuance up to 2,500,000 shares of our common stock to pursuant to the Plan. Our employees, directors and officers, and consultants or advisors are eligible to be granted options pursuant to the Stock Incentive Plan.
| 20 |
The Plan is administered by our Compensation Committee. The Committee is vested with the authority to determine the number of shares issuable upon the exercise of the options, the exercise price and expiration date of the options, and when, and upon what conditions options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation.
During the fiscal year ended December 31, 2025 we granted 66,000 options pursuant to the Stock Incentive Plan (2024 – 1,081,000).
As of December 31, 2025, options to purchase 1,625,000 shares of our common stock were outstanding under our Stock Incentive Plan. The exercise price of these options varies between $2.00 and $7.00 and the options expire at various dates between December 31, 2026 and December 31, 2030
During the fiscal year ended December 31, 2025, the Company granted 50,000 shares as a stock award. The award had 10,000 shares that vested upon issuance and 10,000 shares vest on each anniversary date through 2029. As of December 31, 2025, there was approximately $248,720 of compensation related to non-vested stock awards that is expected to be recognized through 2029.
Summary
The following table shows the weighted average exercise price of the outstanding options granted pursuant to both our Non-Qualified Stock Option Plan and Stock Incentive Plan as of December 31, 2025, our most recently completed fiscal year.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Non-Qualified Stock Option Plan | 74,000 | $ | 3.53 | 57,000 | ||||||||
| Stock Incentive Plan | 1,625,000 | $ | 2.80 | 391,000 | ||||||||
Both our Non-Qualified Stock Option Plan and Stock Incentive Plan have been approved by our shareholders.
No options were exercised by our executive officers during the fiscal year ended December 31, 2025.
Director Compensation
We reimburse directors for any expenses incurred in attending board meetings. We also compensate directors $10,000 annually for each year that they serve with an additional $5,000 paid to the head of the Audit Committee -
Our directors received the following compensation in 2025:
| Name | Paid in Cash | Stock Awards (1) | Option Awards (2) | |||||||||
| John H. Bientjes | $ | 15,000 | — | — | ||||||||
| Robert Helina | $ | 10,000 | ||||||||||
| Tom Fyles | $ | 10,000 | — | — | ||||||||
| Ben Seaman | $ | 10,000 | — | — | ||||||||
| David Fynn | $ | 10,000 | — | — | ||||||||
| (1) | The fair value of stock issued for services computed in accordance with ASC 718 on the date of grant. |
| (2) | The fair value of options granted computed in accordance with ASC 718 on the date of grant. |
Daniel B. O’Brien was not compensated for serving as a director during 2025.
| 21 |
Insider Trading Arrangements and Policies
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The following table shows the beneficial ownership of our common stock as of April 15, 2026 by (i) each stockholder who is known by us to own beneficially more than five percent of our outstanding common stock, (ii) each of our officers and directors, and (iii) by all of our executive officers and directors as a group.
| Shares (1) | Percentage Ownership | |||||||
| Daniel B. O’Brien | 4,388,156 | 34.5 | % | |||||
| 6001 54 Ave. | ||||||||
| Taber, AB | ||||||||
| Canada T1G 1X4 | ||||||||
| John Bientjes | 0 | 0 | % | |||||
| 46081 Greenwood Dr. | ||||||||
| Chilliwack, BC | ||||||||
| Canada V2R 4C9 | ||||||||
| Robert Helina | 50,000 | 0.4 | % | |||||
| 6001 54 Ave. | ||||||||
| Taber, AB | ||||||||
| Canada T1G 1X4 | ||||||||
| Dr. Thomas Fyles | 30,000 | 0.2 | % | |||||
| Box 3065 | ||||||||
| Victoria, BC | ||||||||
| Canada V8W 3V6 | ||||||||
| Ben Seaman | 0 | 0 | % | |||||
| Unit 605 5 E. Cordova St. | ||||||||
| Vancouver BC | ||||||||
| Canada V6A 0A5 | ||||||||
| David Fynn | 0 | 0 | % | |||||
| 202-2526 Yale Court, | ||||||||
| Abbotsford, BC | ||||||||
| Canada V2S 8G9 | ||||||||
| All officers and directors | ||||||||
| as a group (6 persons) | 4,468,156 | 35.1 | % | |||||
| Other Principal Shareholders | ||||||||
| Comprehensive Financial Planning, Inc. | 1,258,521 | 9.9 | % | |||||
| 22 |
| (1) | Includes shares which may be acquired on the exercise of the stock options, all of which were exercisable as of April 15, 2026, listed below. |
| Name | No. of Options | Exercise Price | Expiration Date | |||||||
| Daniel B. O’Brien | 240,000 | $ | 2.00 | December 31, 2028 | ||||||
| Robert Helina | 5,000 | $ | 3.61 | December 31, 2026 | ||||||
| 5,000 | $ | 3.55 | December 31, 2027 | |||||||
| 5,000 | $ | 2.00 | December 31, 2028 | |||||||
| 20,000 | $ | 2.00 | July 1, 2029 | |||||||
| 5,000 | $ | 4.05 | December 31, 2029 | |||||||
| Item 13. | Certain Relationships and Related Transactions, Director Independence. |
Not applicable.
| Item 14. | Principal Accountant Fees and Services. |
Assure CPA, LLC audited our consolidated financial statements for the years ended December 31, 2025 and 2024 and for the reviews of the 2025 condensed interim financial statements included in our quarterly reports on Form 10-Q. Smythe LLP examined our condensed interim consolidated financial statements included in our quarterly reports on Form 10-Q during the 2024 fiscal year.
Audit Fees
Assure CPA, LLC was paid $246,213 in the fiscal year ended December 31, 2025 for professional services rendered in the audit of our 2024 annual financial statements and the reviews of the 2025 condensed interim financial statements included in our quarterly reports on Form 10-Q during that fiscal year. Smythe LLP was paid $6,083 in the fiscal year ended December 31, 2025 for professional services rendered for their audit opinions on their prior services.
Assure CPA, LLC was paid $5,475 in the fiscal year ended December 31, 2024 for professional services rendered in the audit of our financial statements. Smythe LLP was paid $152,354 in the fiscal year ended December 31, 2024 for professional services rendered in the audit of our 2023 annual financial statements and for the reviews of the 2024 condensed interim financial statements included in our quarterly reports on Form 10-Q during that fiscal year.
Tax Fees
Smythe LLP had been retained to file our Canadian taxes for the fiscal years ended December 31, 2017 through to December 31, 2023. Smythe LLP was paid $15,960 in the fiscal year ended December 31, 2025 (2024 – $25,662) for professional services rendered in preparing our taxes.
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All Other Fees
Assure CPA, LLC and Smythe LLP were not paid any other fees for professional services during the fiscal years ended December 31, 2025 and 2024.
Audit Committee Pre-Approval Policies
Rules adopted by the SEC in order to implement requirements of the Sarbanes-Oxley Act of 2002 require public company audit committees to pre-approve audit and non-audit services. Our Audit Committee has adopted a policy for the pre-approval of all audit, audit-related and tax services, and permissible non-audit services provided by our independent auditors. The policy provides for an annual review of an audit plan and budget for the upcoming annual financial statement audit, and entering into an engagement letter with the independent auditors covering the scope of the audit and the fees to be paid. Our Audit Committee may also from time-to-time review and approve in advance other specific audit, audit-related, tax or permissible non-audit services. In addition, our Audit Committee may from time-to-time give pre-approval for audit services, audit-related services, tax services or other non-audit services by setting forth such pre-approved services on a schedule containing a description of, budget for, and time period for such pre-approved services. The policy requires our Audit Committee to be informed of each service and the policies do not include any delegation of our Audit Committee’s responsibilities to management. Our Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated will report any pre-approval decisions to our Audit Committee at its next scheduled meeting.
During the year ended December 31, 2025 our Audit Committee approved all of the fees paid to Assure CPA, LLC and Smythe LLP. Our Audit Committee has determined that the rendering of all non-audit services by Assure CPA, LLC and Smythe LLP is compatible with maintaining its independence.
| Item 15. | Exhibits, Financial Statement Schedules. |
| Number | Description | |
| 3.1 | Articles of Incorporation of the Registrant. (1) | |
| 3.2 | Bylaws of the Registrant. (1) | |
| 19 | Insider Trading Policy and Procedures (2) | |
| 21.1 | Subsidiaries. (3) | |
| 23.1 | Consent of Independent Accountants. | |
| 31.1 | Certification of Principal Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. §1350 and §906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Previously filed as an exhibit to our Registration Statement on Form 10-SB filed with the Commission on February 22, 2000, and incorporated herein by reference. |
| (2) | Previously files as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024. |
| (3) | Previously filed as an exhibit to our Registration Statement on Form SB-2 filed with the Commission on January 22, 2003, and incorporated herein by reference. |
| Item 16. | Form 10-K Summary |
None.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| April 15, 2026 | Flexible Solutions International, Inc. | |
| By: | /s/ Daniel B. O’Brien | |
| Name: | Daniel B. O’Brien | |
| Title: | President and Chief Executive Officer | |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Daniel B. O’Brien | President, Principal Executive Officer, | April 15, 2026 | ||
| Daniel B. O’Brien | Principal Financial and Accounting Officer and a Director | |||
| /s/ John H. Bientjes | Director | April 15, 2026 | ||
| John H. Bientjes | ||||
| /s/ Robert T. Helina | Director | April 15, 2026 | ||
| Robert T. Helina | ||||
| /s/ Thomas Fyles | Director | April 15, 2026 | ||
| Thomas Fyles | ||||
| /s/ Ben Seaman | Director | April 15, 2026 | ||
| Ben Seaman | ||||
| /s/ David Fynn | Director | April 15, 2026 | ||
| David Fynn |
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