false
0001069394
0001069394
2026-05-15
2026-05-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): May 15,
2026
FLEXIBLE
SOLUTIONS INTERNATIONAL INC.
(Exact
name of Registrant as specified in its charter)
Alberta,
Canada
| Alberta |
|
001-31540 |
|
71-1630889 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(Employer
Identification
No.) |
6001
54 Ave.
Taber,
Alberta,
Canada T1G
1X4
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (250)
477-9969
N/A
(Former
name or former address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Stock |
|
FSI |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
May 15, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026.
On
May 18, 2026 the Company held a conference call to discuss its financial results for the quarter ended March 31, 2026, as well as other
information regarding the Company.
| Exhibit Number |
|
Description
of Document |
| |
|
|
| 99.1 |
|
May 15, 2026 Press Release |
| |
|
|
| 99.2 |
|
Text of remarks by Dan O’Brien – May 18, 2026 conference call |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: May 18, 2026 |
FLEXIBLE SOLUTIONS INTERNATIONAL INC. |
| |
|
|
| |
By: |
/s/ Daniel B. O’Brien |
| |
|
Daniel B. O’Brien, President and Chief Executive Officer |
EXHIBIT 99.1

| NEWS RELEASE |
May 15, 2026 |
FSI ANNOUNCES FIRST QUARTER,
2026 FINANCIAL RESULTS
A
Conference call is scheduled for Monday, May 18, 2026 11:00am Eastern Time
See dial in
number below
TABER, ALBERTA, May 15, 2026 – FLEXIBLE SOLUTIONS
INTERNATIONAL, INC. (NYSE Amex: FSI), is the developer and manufacturer of biodegradable polymers for oil extraction, detergent ingredients
and water treatment as well as crop nutrient availability chemistry. Flexible Solutions also manufactures biodegradable and environmentally
safe water and energy conservation technologies. FSI is also increasing its presense in the food and nutrition supplement manufacturing
markets. Today the Company announces financial results for first quarter ended March 31, 2026.
Mr. Daniel B. O’Brien, CEO, states, “The
quarter was better than the year earlier – even while still carrying significant expansion costs to earn the large new contracts
from 2025 and the new factory in Panama.” Mr. O’Brien continues, “The production line for the January 2025 contract
is running and output is increasing steadily. We expect new revenue to be evident in our Q2 results.”
| |
● |
Sales for the first quarter (Q1) were $8,296,997 up approximately 11% when compared to sales of $7,473,692 in the corresponding period a year ago. |
| |
|
|
| |
● |
Q1, 2026 net loss was ($241,420), or ($0.02) compared to a net loss of ($277,734), or ($0.02) per share, in Q1, 2025. |
| |
|
|
| |
● |
Basic weighted average shares used in computing earnings per share amounts were 12,735,609 and 12,587,476 for Q1, 2026 and Q1, 2025 respectively. |
| |
|
|
| |
● |
Q1, 2026 Non-GAAP operating cash flow: The Company shows 3 months operating cash flow of $575,240, or $0.05 per share. This compares with operating cash flow of $480,268, or $0.04 per share, in the corresponding 3 months of 2025 (see the table and notes that follow for details of these calculations). |
The NanoChem division and ENP subsidiary continue
to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment,
oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions. More recently, opportunities
in the food and nutrition supplement manufacturing markets have emerged.
Conference
call
A conference call has been scheduled
for 11:00 am Eastern Time, 8:00 am Pacific Time, on Monday May 18th, 2026. CEO, Dan O’Brien will be presenting and answering
questions on the conference call. To participate in this call please dial 1-888-999-5318 (or 1-848-280-6460) just prior to the scheduled
call time. To join the call participants will be requested to give their name and company affiliation. The conference ID: SOLUTIONS
and/or call title Flexible Solutions International – First Quarter, 2026 Financials may be requested
The above information and following table contain
supplemental information regarding income and cash flow from operations for the period ended March 31, 2026. Adjustments to exclude depreciation,
stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation
G. The GAAP financial measure most directly comparable is net income.
The reconciliation of each Non-GAAP financial measure
is as follows:
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
consolidated
Statement of Operations
For Three
Months Ended March 31, 2026 and 2025
(three Months
Operating Cash Flow - Unaudited)
| | |
THREE MONTHS ENDED MARCH 31 | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 8,296,997 | | |
$ | 7,473,692 | |
| Income (loss) before income tax – GAAP | |
$ | (236,676 | ) | |
$ | (153,678 | ) |
| Provision for Income tax – net - GAAP | |
$ | (46,681 | ) | |
$ | (110,363 | ) |
| Net income (loss) - GAAP | |
$ | (241,420 | ) | |
$ | (277,734 | ) |
| Net income (loss) per common share – basic. – GAAP | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
| 3 month weighted average shares used in computing per share amounts – basic.- GAAP | |
| 12,735,609 | | |
| 12,587,476 | |
| | |
3 month Operating Cash Flow Ended March 31 | |
| Operating Cash Flow (3 months). NON-GAAP | |
$ | 575,240 a,b,c | | |
$ | 480,268 a,b,c | |
| Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. -NON-GAAP | |
$ | 0.05 a,b,c | | |
$ | 0.04
a,b,c | |
| Non-cash Adjustments (3 month) -GAAP | |
$ | 619,268 d | | |
$ | 563,118 d | |
| Shares (3 month basic weighted average) used in computing per share amounts – basic -GAAP | |
| 12,735,609 | | |
| 12,587,476 | |
Notes: certain items not related to
“operations” of the Company’s net income are listed below.
| a) |
Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest in ENP for 2023 only. After 2023 the entry in the “Statement of operations and comprehensive income” is a pretax number therefore no adjustment is required. |
| |
|
| b) |
Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2026 = $619,268, 2025 = $563,118), Interest expense (2026 = $134,069, 2025 = $198,019), Interest income (2026 = $37,446, 2025 = $49,573), (Loss) income on investment (2026 = ($54,088), 2025 = $63,925), Income tax expense (2026 = $46,681, 2025 = $110,363), and Net loss (income) attributable to non-controlling interests (2026 = $41,937, 2025 = ($13,693)). These onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments. |
| |
|
| c) |
The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company only purchased 50% of the LLC. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains and losses from all investments (2026 = ($54,088), 2025 = $63,925), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow. |
| |
|
| d) |
Non-GAAP – amounts represent depreciation and stock compensation expense. |
Safe
Harbor Provision
The Private Securities Litigation Reform Act of 1995
provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical
facts, are forward looking statement with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking
statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect
the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.
Flexible Solutions International
6001 54th Ave, Taber, Alberta, CANADA
T1G 1X4
Company Contacts
Jason Bloom
Toll Free: 800 661 3560
Fax: 403 223 2905
E-mail: info@flexiblesolutions.com
If you have received this news release by mistake
or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com
To find out more information about Flexible Solutions
and our products, please visit www.flexiblesolutions.com.
EXHIBIT 99.2
Q1 2026 speech
Good morning. I’m Dan O’Brien, CEO of
Flexible Solutions.
Safe Harbor provision:
The Private Securities Litigation Reform Act of 1995
provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical
facts, are forward looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking
statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect
the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.
Welcome to the FSI conference call for First Quarter
2026.
To begin, I will review our Company condition and
our product lines, along with what we think might occur in Q2 and Q3 2026. I will comment on our financials in the second part of the
speech.
NanoChem division: NCS represents the majority
of FSI’s revenue. In 2022, NCS started food grade operations. By the end of 2026, we expect that NCS will be 100% focused on food
grade products. Growth in the NCS division will be in food and nutraceuticals only.
Panama Division:
This division makes thermal poly-aspartic acid, called
TPA for short, a biodegradable polymer with many valuable uses. Panama also manufactures SUN 27™ and N Savr 30™ which are
used to reduce nitrogen fertilizer loss from soil. Panama is taking over production of all the legacy industrial and agriculture products
historically made by NCS. This is a step-by-step process that will be complete by the end of 2026.
TPA is used in agriculture to significantly increase
crop yield. TPA is a biodegradable way of treating oilfield water for scale prevention. It is also sold as a biodegradable ingredient
in cleaning products, and as a water treatment chemical.
Nearly all of our product for international sales
will be made in Panama using raw materials sourced without the US tariffs. There will also be shipping advantages; the new plant is 30
minutes from the port. Inbound raw materials and outbound finished goods will not have to be shipped across the US, to and from IL, for
our international customers. Delivery times will be shortened by many days.
Reduced shipping times and no exposure to US tariffs
on international sales could allow us to increase sales to existing customers and obtain new customers. We are already engaging with potential
new customers.
NCS Food products: Our IL plant is FDA and
SQF certified. We have commercialized two food products. The first was our wine additive, based on polyaspartates.
In August 2025, we announced our second major food
grade contract of 2025, our third overall. As noted in the news release, it is a 5-year contract with protection from tariffs and inflation.
It has a minimum revenue of $6.5 MM per year and a maximum, if the customer requests it, of greater than $25 MM per year.
This contract has reached full production, is running
24 hours per day and is now our second food grade product after the wine product. We are reviewing methods of increasing production quickly
if the customer requests it.
Production will utilize equipment we have been buying
and installing over the last 2 years but had no customer for. Therefore, very little CAPEX will be needed to reach $13 - $15 MM per year
in sales and mild CAPEX in the $2-3 million range to reach $25 million.
In January 2025, we announced another, larger, food
grade contract. Actual production at small volume started several weeks ago and will be increased weekly until full production is achieved.
Significant revenue from this contract may be visible in our Q2 financials and will increase rapidly in Q3 and Q4.
Growing these two food contracts to the estimated
maximum revenues of greater than $50 million per year is our critical goal for the next 4 - 6 quarters. We hope to execute this to the
customers’ absolute satisfaction and obtain all their business before taking on additional major projects.
This does not mean that we are not looking for more
customers. We are already doing R&D work in certain areas. However, it does mean that several quarters are likely to elapse before
other major customers are announced.
We would also like to be clear regarding margins in
the food division. In order to obtain such large contracts and in order to negotiate tariff and inflation protection clauses, we have
lower margins than we prefer. We hope to be in the 22-25% range before tax. Future customers will be selected in order to increase our
average margins now that we have a profitable base in place.
ENP Division: ENP represents most of our other
revenue. ENP is focused on sales into the greenhouse, turf and golf markets. ENP grew in 2025 and growth is expected again in 2026. Q1
is the weakest quarter for this division followed by Q2. Growth is usually concentrated in the second half of the year.
Agricultural products in the US remain under
extreme pressure; crop prices are still not increasing at the rate of inflation and extreme uncertainty is present due to tariff changes,
energy costs and fertilizer scarcity. Growers are facing a conflict between rising costs and low crop prices, aggravated by political
actions and war. In some cases, sales are lost for the whole season. As a result, we saw weakness in Q1 and expect 2026 to be another
difficult year.
The Florida LLC investment: The LLC had a small
loss in Q1 2026. The Company is focused on international agriculture sales into multiple countries. It faces the same issues I noted regarding
our internal agricultural sales.
Tariffs: The current tariff on all our imports
of raw materials from China into the US is between 15% and 58.5% depending on the material. We will be very careful not to import materials
unless destined for US customers who are guaranteed to purchase from us and are aware that the tariffs will be added to their invoices.
Moving agriculture and polymer production to Panama
has freed space at the IL plant so that food grade production in the US can be optimized and expanded substantially as more US customers
are found.
Shipping and Inventory: Shipping prices are
not stable. Shipping times are longer than usual on the routes we use. These issues are caused by the Iran war and are expected to subside
if the war does.
Raw material prices are unstable and increasing to
account for the oil prices caused by the Iran war. We have significant inventory of most raw materials but estimate that we will have
to raise prices to our customers in third quarter unless there is a significant reduction in the price of oil that reduces our raw material
costs.
Highlights of the financial results:
Sales for the quarter increased by 11% compared
with Q1 2025; $8.30 MM vs $7.47 MM.
Profits: 2026 recorded a loss of $241 thousand
or 2 cents per share compared to a loss of $278 thousand or 2 cents per share in 2025.
Many costs incurred to prepare for the potential new
revenue from the food grade contracts announced in January and August negatively affected 2025 profits because they were expensed as they
occurred. Substantial costs for the Panama factory were also expensed quarter by quarter. This continued in Q1 2026 in Panama and for
food products in IL but at much lower levels. We anticipate some profits in Q2 2026 followed by rapidly increasing profits in the second
half of the year.
Operating Cash Flow: This non-GAAP number is
useful to show our progress especially with non-cash items removed for clarity. For Q1 2026, it was $575 thousand or 5 cents per share,
up from $480 thousand or 4 cents per share in 2025. Cash flow has been impacted by the same costs as noted for profits and is expected
to rebound in Q2 and the remainder of 2026.
Long-term debt: We continue to pay down our
long-term debt according to the terms of the loans. The loan we used to buy our ENP division was paid in full in June 2025. Our three-year
note for equipment was fully paid in December 2025. This has freed up over $2 million in cash flow per year for other purposes. Only one
small term loan and the small mortgage on our IL factory remain.
Working capital is adequate for all our purposes.
We have lines of credit with Stock Yards Bank for the ENP and NCS subsidiaries. We are confident that we can execute our plans with our
existing capital and without resorting to any equity actions.
The text of this speech will be available as an 8K
filing on www.sec.gov by Tuesday May 19th. Email copies can be requested from Jason Bloom at Jason@flexiblesolutions.com.
Thank you, the floor is open for questions.