Amendment: SEC Form SCHEDULE 13D/A filed by ProFrac Holding Corp.
$ACDC
Oilfield Services/Equipment
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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FLOTEK INDUSTRIES, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
343389102 (CUSIP Number) |
Steven Scrogham 333 Shops Blvd, Suite 301 Willow Park, TX, 76087 254-776-3722 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 343389102 |
| 1 |
Name of reporting person
ProFrac Holding Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,244,721.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II, LLC ("ProFrac Holdings II") upon exercise of the prefunded warrants issued to ProFrac Holdings II on June 21, 2022 (the "June 2022 Prefunded Warrants"), (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II, and (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM, LLC ("ProFrac GDM") upon exercise of a warrant issued to ProFrac GDM on April 28, 2025 (the "April 2025 Warrant"). Pursuant to the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on May 29, 2025 (the "2025 Special Meeting Proxy Statement"), the Issuer has scheduled a special meeting of the Issuer's stockholders to be held on July 9, 2025 (the "2025 Special Meeting") to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
(2) Percent of class is calculated based on (i) 29,852,074 shares of Common Stock issued and outstanding as of May 19, 2025, as reported in the 2025 Special Meeting Proxy Statement, plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, plus (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant.
SCHEDULE 13D
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| CUSIP No. | 343389102 |
| 1 |
Name of reporting person
ProFrac Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,244,721.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II, and (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant. Pursuant to the 2025 Special Meeting Proxy Statement, the Issuer has scheduled the 2025 Special Meeting to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
(2) Percent of class is calculated based on (i) 29,852,074 shares of Common Stock issued and outstanding as of May 19, 2025, as reported in the 2025 Special Meeting Proxy Statement, plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, plus (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant.
SCHEDULE 13D
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| CUSIP No. | 343389102 |
| 1 |
Name of reporting person
ProFrac Holdings II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,244,721.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II, and (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant. Pursuant to the 2025 Special Meeting Proxy Statement, the Issuer has scheduled the 2025 Special Meeting to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
(2) Percent of class is calculated based on (i) 29,852,074 shares of Common Stock issued and outstanding as of May 19, 2025, as reported in the 2025 Special Meeting Proxy Statement, plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, plus (iii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant.
SCHEDULE 13D
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| CUSIP No. | 343389102 |
| 1 |
Name of reporting person
ProFrac GDM, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant. Pursuant to the 2025 Special Meeting Proxy Statement, the Issuer has scheduled the 2025 Special Meeting to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
(2) Percent of class is calculated based on (i) 29,852,074 shares of Common Stock issued and outstanding as of May 19, 2025, as reported in the 2025 Special Meeting Proxy Statement, plus (ii) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
FLOTEK INDUSTRIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
5775 N. SAM HOUSTON PARKWAY W., SUITE 400, HOUSTON,
TEXAS
, 77086. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022, as amended by Amendment No. 1 thereto filed with the SEC on March 7, 2022, Amendment No. 2 thereto filed with the SEC on June 2, 2022, Amendment No. 3 thereto filed with the SEC on August 29, 2022, Amendment No. 4 thereto filed with the SEC on March 2, 2023, Amendment No. 5 thereto filed with the SEC on July 14, 2023, and Amendment No. 6 thereto filed with the SEC on April 30, 2025 (collectively, the "Schedule 13D"), by the Reporting Persons relating to shares of common stock, par value $0.0001 per share ("Common Stock"), of Flotek Industries, Inc. (the "Issuer").
This Amendment is being filed to (i) add ProFrac GDM, LLC ("ProFrac GDM") as a Reporting Person to the Schedule 13D and (ii) include in the Schedule 13D the 6,000,000 shares of the Issuer's Common Stock that are issuable to ProFrac GDM upon exercise of a warrant issued to ProFrac GDM on April 28, 2025 (the "April 2025 Warrant"). Pursuant to the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on May 29, 2025 (the "2025 Special Meeting Proxy Statement"), the Issuer has scheduled a special meeting of the Issuer's stockholders to be held on July 9, 2025 (the "2025 Special Meeting") to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
Each of ProFrac, ProFrac Holdings, ProFrac Holdings II (as each is defined below), and ProFrac GDM may be deemed to have shared voting and dispositive power over, and to share beneficial ownership of, the shares of Common Stock underlying the April 2025 Warrant.
Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined this Amendment have the respective meanings set forth in the Schedule 13D.
Schedule I attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended by amending and replacing in its entirety Item 2(a) as follows:
(a) This Schedule 13D is being filed jointly by ProFrac Holding Corp. ("ProFrac"), ProFrac Holdings, LLC ("ProFrac Holdings"), ProFrac Holdings II, LLC ("ProFrac Holdings II"), and ProFrac GDM, LLC ("ProFrac GDM" and, collectively, the "Reporting Persons"). | |
| (b) | Item 2 of the Schedule 13D is hereby further amended by amending and supplementing each of Items 2(b), 2(c), 2(d), 2(e) and 2(f) by adding the following:
(b) The business address for ProFrac GDM is c/o ProFrac Holding Corp., 333 Shops Boulevard, Suite 301, Willow Park, Texas 76087. | |
| (c) | ProFrac GDM is a member-managed limited liability company. | |
| (d) | No Reporting Person has, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or other similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | ProFrac GDM is a limited liability company organized under the laws of the State of Texas. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended by amending and replacing in its entirety each of Item 5(a), 5(b) and 5(c) as follows:
(a)-(b) Each of ProFrac, ProFrac Holdings, and ProFrac Holdings II may be deemed to beneficially own, and may be deemed to have shared power to direct the vote and shared power to dispose or to direct the disposition of, in the aggregate, 23,244,721 shares of Common Stock, representing approximately 61.1% of the issued and outstanding shares of Common Stock. ProFrac GDM may be deemed to beneficially own, and may be deemed to have shared power to direct the vote and shared power to dispose or to direct the disposition of, in the aggregate, 6,000,000 shares of Common Stock, representing approximately 16.7% of the issued and outstanding shares of Common Stock. The above calculations are based on:
(i) 29,852,074 shares of Common Stock issued and outstanding as of May 19, 2025, as reported in the 2025 Special Meeting Proxy Statement; and
(ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II, plus
(iii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, plus
(iv) 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant.
Pursuant to the 2025 Special Meeting Proxy Statement, the Issuer has scheduled the 2025 Special Meeting to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. As previously disclosed, once such approval is obtained, the April 2025 Warrant will be exercisable in full.
ProFrac Holdings is a wholly owned, indirect subsidiary of ProFrac. ProFrac Holdings is the sole member of ProFrac Holdings II. ProFrac GDM is a wholly-owned, indirect subsidiary of ProFrac Holdings II. As a result, each of ProFrac and ProFrac Holdings may be deemed to have shared voting and dispositive power over, and to share beneficial ownership of, the securities owned by each of ProFrac Holdings II and ProFrac GDM, and ProFrac Holdings II may be deemed to have shared voting and dispositive power over, and to share beneficial ownership of, the securities owned by ProFrac GDM, including the April 2025 Warrant. | |
| (b) | See Item 5(a). | |
| (c) | See Item 5(a). | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to include the following:
Pursuant to the 2025 Special Meeting Proxy Statement, the Issuer has scheduled the 2025 Special Meeting to seek approval of the issuance of the shares of Common Stock underlying the April 2025 Warrant. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement by and among ProFrac Holding Corp., ProFrac Holdings, LLC, ProFrac Holdings II, LLC, and ProFrac GDM, LLC, dated as of May 29, 2025.
I. Schedule I | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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