Flexible Solutions sets up $18.5M stock ATM
Flexible Solutions International Inc. entered an at-the-market (ATM) Sales Agreement with Bancroft Capital LLC to sell and issue shares of common stock having a value of up to $18,500,000.
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Form Type
8-K
Rhea-AI Filing Summary
Flexible Solutions International Inc. entered an at-the-market (ATM) Sales Agreement with Bancroft Capital LLC to sell and issue shares of common stock having a value of up to $18,500,000.
The shares will be sold from time to time under the company’s effective shelf registration statement on Form S-3, using a prospectus and June 30, 2026 prospectus supplement. Bancroft will act as sales agent and receive a cash fee of 3% of gross proceeds, plus up to $30,000 in reimbursed expenses and up to $5,000 per quarter for additional expenses. The agreement includes customary representations, conditions, indemnification, and termination provisions.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
ATM capacity: $18,500,000
Sales agent fee: 3% of gross proceeds
Expense reimbursement cap: $30,000
+3 more
6 metrics
ATM capacity
$18,500,000
Maximum value of common stock under ATM Sales Agreement
Sales agent fee
3% of gross proceeds
Cash fee payable to Bancroft Capital LLC
Expense reimbursement cap
$30,000
Reimbursement cap for Bancroft Capital’s initial expenses
Quarterly expense cap
$5,000 per quarter
Additional expenses payable each quarter until termination
Shelf registration
Form S-3 No. 333-293705
Registration statement declared effective March 5, 2026
Prospectus supplement date
June 30, 2026
Prospectus supplement under Rule 424(b)(5)
Key Terms
ATM Sales Agreement, registration statement on Form S-3, prospectus supplement, forward-looking statements, +1 more
5 terms
ATM Sales Agreement financial
"entered into an ATM Sales Agreement with Bancroft Capital, LLC"
An ATM sales agreement is a standing arrangement that lets a company sell its shares directly into the open market at prevailing prices, often through a broker, instead of selling a large block all at once. Investors care because it gives the company a flexible, on-demand way to raise cash but can slowly increase the number of shares outstanding and put downward pressure on the stock price—think of it like drip-feeding new supply into a marketplace.
registration statement on Form S-3 regulatory
"pursuant to the Company’s effective registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"as amended and supplemented by the prospectus supplement dated June 30, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"Certain of the statements made in this on are forward looking."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors financial
"contained under the caption “Risk Factors” in the Company’s prospectus supplement"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ATM agreement did Flexible Solutions (FSI) enter on June 30, 2026?
Flexible Solutions entered an ATM Sales Agreement with Bancroft Capital LLC to sell up to $18,500,000 of common stock. Sales will be made from time to time under its effective Form S-3 shelf registration and related June 30, 2026 prospectus supplement.
How will Bancroft Capital LLC be compensated under FSI’s ATM program?
Bancroft Capital LLC will receive a 3% cash fee on gross proceeds from ATM share sales. Flexible Solutions will also reimburse up to $30,000 of expenses and pay up to $5,000 per quarter for additional ongoing expenses until the offering terminates.
Which registration statement supports Flexible Solutions (FSI) ATM offering?
The ATM offering uses Flexible Solutions’ effective Form S-3 registration statement No. 333-293705, declared effective on March 5, 2026. Sales will be made under the base prospectus and a June 30, 2026 prospectus supplement filed under Rule 424(b)(5).
Does the FSI ATM Sales Agreement include indemnification provisions?
Yes. The ATM Sales Agreement includes indemnification obligations of both Flexible Solutions and Bancroft Capital, including for liabilities under the Securities Act of 1933. It also contains customary representations, warranties, conditions to sales, other obligations, and standard termination provisions.
Is the Flexible Solutions (FSI) ATM filing itself an offer to sell securities?
No. The document explicitly states it does not constitute an offer to sell or a solicitation to buy the securities. Offers and sales will only occur where legally permitted and under the effective registration statement and related prospectus documents.
AI-generated analysis. How Rhea-AI works. Not financial advice.
