As filed with the Securities and Exchange Commission on November 30, 2020

Registration No.  333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________

FLOTEK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
As filed with the Securities and Exchange Commission on August 1, 2017Delaware90-0023731
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Flotek Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
(I.R.S. Employer
of
incorporation or organization)
90-0023731
(I.R.S. Employer
Identification No.)
Co-Registrants
(see next page)
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064
(713) 849-9911
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
H. Richard Walton
Executive Vice President and Chief Financial Officer
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064
(713) 849-9911
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
W. Mark Young
Andrews Kurth Kenyon LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Number)

8846 N. Sam Houston Parkway W.
Houston, Texas 77064
(713) 849-9911
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
_____________________________

Nicholas J. Bigney
Senior Vice President, General Counsel & Corporate Secretary
Flotek Industries, Inc.
8846 N. Sam Houston Pkwy W.
Houston, Texas 77064
(713) 849-9911
(Name and address, including zip code, and telephone number,
including area code, of agent for service of process)
_____________________________

With copies to:

Robert C. Morris
Brandon T. Byrne
Norton Rose Fulbright US LLP
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5161


_____________________________
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement, as determined in light of market conditions and other factors.registration statement.
_____________________________
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box: ýbox. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨box. ☐
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,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨  ☐Accelerated filerý
  ☒
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
  ☐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 7(a)(2)(B) of the Securities Act. ¨☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered
Amount To Be Registered(1)
Proposed Maximum Aggregate Offering Price Per Unit(1)
Proposed Maximum Aggregate Offering Price(1)
Amount of Registration Fee(1)(2)
Common Stock, par value $0.0001 per share11,500,000
$2.13(3)
$24,495,000
$2,672.40(3)


(1)Pursuant to Rule 416 of the rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common

CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be registered
Proposed maximum offering price
per unit
Proposed maximum aggregate offering price (1)Amount of registration fee (2)
Common stock of Flotek Industries, Inc. (3)    
Preferred stock of Flotek Industries, Inc. (3)    
Senior debt securities of Flotek Industries, Inc. (3)    
Subordinated debt securities of Flotek Industries, Inc. (3)    
Warrants of Flotek Industries, Inc. (3)    
Units of Flotek Industries, Inc. (3)    
Guarantees of debt securities issued by Flotek Industries, inc. (3)    
Total$350,000,000

$350,000,000
$40,565.00
(1)The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price.
(3)There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and guarantees thereof, such indeterminate number of warrants to purchase common stock, preferred stock, debt securities or units, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $350,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $350,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.
(2)The registrant previously paid a registration fee of $40,565.00 pursuant to the registrant’s registration statement on Form S-3 (No. 333-219618) declared effective by the Securities and Exchange Commission on October 11, 2017, and originally filed on August 1, 2017 (the “2017 Registration Statement”). Of the $350,000,000.00 of securities registered under the 2017 Registration Statement, none were sold. In accordance with Rule 457(p) under the Securities Act, the registration fee paid for the unsold securities on the 2017 Registration Statement will be used to offset the current registration fee due. Accordingly, the amount of the registration fee for the securities for sale by the registrant under this registration statement offset entirely by the registration fee previously paid of $40,565.00, and as a result, a filing fee of $0 is being paid herewith.
CO-REGISTRANTS
Exact Name of Additional
Registrant as Specified in its Charter (1)
State or Other Jurisdiction of Incorporation or OrganizationPrimary Standard Industrial Classification Code NumberI.R.S. Employer Identification No.
CESI Manufacturing, LLCOklahoma289098-0372943
Eclipse IOR Services, LLCTexas289077-0704157
FC Pro, LLCDelaware289027-3742180
Florida Chemical Company, Inc.Delaware289046-2712213
Flotek Chemistry, LLCOklahoma289073-1591850
Flotek Ecuador Investments, LLCTexas289027-2091569
Flotek Ecuador Management, LLCTexas289027-2091663
Flotek Export, Inc.Texas289047-1353234
Flotek Hydralift, Inc.Texas289047-3034846
Flotek International, Inc.Delaware289027-2091474
Flotek Paymaster, Inc.Texas289030-0094158
FracMax Analytics, LLCTexas289047-2372854
IPI Logistics, Inc.Georgia289027-3453175
International Polymerics, LLCGeorgia289020-0726009
Material Translogistics, Inc.Texas289073-1605226
SiteLark LLCTexas289020-1916645
Teledrift CompanyDelaware289026-1869123
Turbeco, Inc.Texas289076-0228889
USA Petrovalve, Inc.Texas289076-0448098
(1) The address for each co-registrant is 10603 W. Sam Houston Parkway N., Suite 300, Houston, Texas 77064.
(3)Pursuant to Rule 457(c) under the Securities Act, the offering price and registration fee are computed based on the average of the high and low prices reported for the registrant’s common stock traded on the New York Stock Exchange on November 27, 2020.
The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




Subject to Completion, dated November 30, 2020
The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionstate where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 1, 2017
PROSPECTUS
$350,000,000
floteka15.jpg11,500,000 Shares of Common Stock Offered by Selling Stockholders
image_01.jpg
FLOTEK INDUSTRIES, INC.
COMMON STOCK____________________________
PREFERRED STOCK
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
WARRANTS
UNITS
GUARANTEES
WeUp to 11,500,000 shares of our common stock may be offered and sold from time to time offerby certain selling stockholders identified on page 21 of this prospectus or any supplement to this prospectus. We will not receive any proceeds from the sale of common stock by the selling stockholders. The shares of common stock held by the selling stockholders that are covered by this prospectus may be offered and sellsold from time to time directly by the selling stockholders or alternatively through underwriters, dealers, or agents. Such shares of common stock may be sold in one or more offerings up do an aggregatetransactions, at fixed prices, at prevailing market prices at the time of $350,000,000 of the following securities of Flotek Industries, Inc. (“Flotek,” “we,” “us”sale, or the “Company”) under this prospectus:
(1)shares of common stock;
(2)shares of preferred stock in one or more series, which may be convertible into or exchangeable for debt securities or common stock;
(3)senior debt securities, which may be convertible into or exchangeable for common stock or preferred stock;
(4)subordinated debt securities, which may be convertible into or exchangeable for common stock or preferred stock;
(5)warrants to purchase common stock, preferred stock, debt securities or units; and/or
(6)units consisting of any combination of common stock, preferred stock, debt securities or warrants.
Certain subsidiaries of Flotek may guarantee debt securities issued by Flotek hereunder.
This prospectus provides a general description of the securities we may offer. Supplements to this prospectus will provide the specific terms of the securities that we actually offer, including the offeringat negotiated prices. You should carefully read this prospectus, any applicable prospectus supplement and any information incorporated by reference herein or therein, including information referenced under the headings “Where You Can Find More Information” and “Incorporation by Reference,” before you invest in any of these securities. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that describes those securities.
We may sell these securities to or through underwriters, to other purchasers and/or through agents. Supplements to this prospectus will specify the names of any underwriters or agents.
Our common stock is listed for tradingtraded on the New York Stock Exchange under the symbol “FTK.” On November 27, 2020, the closing price of our common stock was $2.09 per share.
The address of our principal executive offices is 8846 N. Sam Houston Parkway W., Houston, Texas 77064. Our phone number is (713) 849-9911.
Investing in our securities involves significant risks. Please readSee “Risk Factors” on page 21 of this prospectus.prospectus, contained in any applicable prospectus supplement, and in the documents incorporated by reference herein and therein for a discussion of the factors you should carefully consider before deciding to purchase our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
_____________________________
The date of this prospectus is                             .
The date of this prospectus is , 2017.



TABLE OF CONTENTS

Risk Factors    1
About This Prospectus
ii
Cautionary Note Regarding Forward-Looking Statements    7
About this Prospectus    8
Flotek Industries, Inc.    9
Use of Proceeds    10
Description of Capital Stock    11
Supplemental Financial Information    14
Selling Stockholders    20
Plan of Distribution    24
Where You Can Find More Information
ii
Incorporation by Reference
iii
Cautionary Statement Regarding Forward-Looking Statements
iv
Our Business
1
Risk Factors
2
Use of Proceeds
2
Ratio of Earnings to Combined Fixed Charges
2
Description of Capital Stock
3
Description of Debt Securities
5
Description of Guarantees of Debt Securities
14
Description of Warrants
15
Description of Units
16
Plan of Distribution
17
Legal Matters
19
Experts
19


i


ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in connection with one or more offerings from time to time.
This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities, we will provide a prospectus supplement and, if applicable, a pricing supplement that will contain specific information about the terms of that offering and the securities offered by us in that offering. The prospectus supplement and any pricing supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement or pricing supplement, you should rely on the information provided in the prospectus supplement and any pricing supplement. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the SEC and any prospectus supplement and any pricing supplement, together with the additional information described below under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement and any pricing supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of the securities covered by this prospectus in any jurisdiction where the offer is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement and pricing supplement and any other document incorporated by reference is accurate only as of the date on the front cover of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. Under no circumstances should the delivery to you of this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that describes those securities.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Flotek,” “Flotek Industries,” the “Company,” “we,” “our,” “us,” or similar references mean Flotek Industries, Inc. and its consolidated subsidiaries. In this prospectus, we sometimes refer to the common stock, preferred stock, debt securities, warrants and units collectively as the “securities.”
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the Securities Act of 1933, as amended, which we refer to as the Securities Act, that registers the securities offered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus.
We file annual, quarterly, and other reports, proxy statements, and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC’s website at http://www.sec.gov. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.flotekind.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

ii


INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, other than any portions of the respective filings that were furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:
our annual report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on February 8, 2017, including the information in our proxy statement that is part of our Schedule 14A filed with the SEC on March 24, 2017 that is incorporated by reference in that annual report on Form 10-K;
our quarterly reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, as filed with the SEC on May 3, 2017 and August 1, 2017;
our current reports on Form 8-K and Form 8-K/A, as filed with the SEC on January 30, 2017, February 17, 2017, March 23, 2017, April 24, 2017, May 1, 2017, May 3, 2017, and May 24, 2017; and
the description of our common stock, par value $0.0001 per share, contained in our Registration Statement on Form 8-A (File No. 001-13270) filed under Section 12(b) of the Exchange Act, as filed with the SEC on December    26 2007.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until any offerings hereunder are completed, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064
(713) 849-9911
Attn: Investor Relations

iii


CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements are not historical facts, but instead represent the Company’s current assumptions and beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside the Company’s control. Such statements include estimates, projections, and statements related to the Company’s business plan, objectives, expected operating results, and assumptions upon which those statements are based. The forward-looking statements contained in this prospectus are based on information available as of the date of this prospectus.
The forward-looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward-looking statements generally are identified by words including, but not limited to, “anticipate,” “believe,” “estimate,” “continue,” “intend,” “expect,” “plan,” “forecast,” “project,” and similar expressions, or future-tense or conditional constructions such as “will,” “may,” “should,” “could,” etc. The Company cautions that these statements are merely predictions and are not to be considered guarantees of future performance. Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated, or implied. Further information about the risks and uncertainties that may impact us are described or incorporated by reference in “Risk Factors” on page 2. You should read that section carefully. You should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus.
The Company has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law.

iv

OUR BUSINESS
We are a global diversified, technology-driven company that develops and supplies chemistry and services to the oil and gas industries, and high value compounds to companies that make cleaning products, cosmetics, food and beverages, and other products that are sold in consumer and industrial markets. We have two strategic continuing business segments: Energy Chemistry Technologies and Consumer and Industrial Chemistry Technologies. We offer competitive products and services derived from technological advances, some of which are patented, that are responsive to industry demands in both domestic and international markets.
Energy Chemistry Technologies
The Energy Chemistry Technologies (“ECT”) segment designs, develops, manufactures, packages, and markets chemistries for use in oil and gas well drilling, cementing, completion, and stimulation activities designed to maximize recovery in both new and mature fields. These specialty chemistries possess enhanced performance characteristics and are manufactured to withstand a broad range of downhole pressures, temperatures and other well-specific conditions to be compliant with customer specifications. This segment has technical services laboratories and a research and innovation laboratory that focus on design improvements, development and viability testing of new chemistry formulations, and continued enhancement of existing products. Chemistries branded Complex nano-Fluid® technologies (“CnF® products”) are patented both domestically and internationally and are proven strategically cost-effective performance additives within both oil and natural gas markets. The CnF® product mixtures are environmentally friendly, stable mixtures of plant derived oils, water, and surface active agents which organize molecules into nano structures. The combined advantage of solvents, surface active agents and water, and the resultant nano structures, improve well treatment results as compared to the independent use of solvents and surface active agents. CnF® products are composed of renewable, plant derived, cleaning ingredients and oils that are certified as biodegradable. CnF® chemistries help achieve improved operational and financial results for the Company’s customers in low permeability sand and shale reservoirs.
The Logistics division of the Company’s ECT segment designs, operates, and manages automated bulk material handling and loading facilities. The bulk facilities handle dry cement and additives for oil and natural gas well cementing and supply materials used in oilfield operations.
Consumer and Industrial Chemistry Technologies
The Consumer and Industrial Chemistry Technologies (“CICT”) segment sources citrus oil domestically and internationally and is one of the largest processors of citrus oils in the world. Products produced from processed citrus oil include (1) high value compounds used as additives by companies in the flavors and fragrances markets and (2) environmentally friendly chemistries for use in the oil and gas industry and numerous other industries around the world. The CICT segment designs, develops, and manufactures products that are sold to companies in the flavor and fragrance industries and specialty chemical industry. These technologies are used within food and beverage, fragrance, and household and industrial cleaning products industries.
Discontinued Operations
During the fourth quarter of 2016, we initiated a strategic restructuring of our business to enable a greater focus on our core businesses in energy chemistry and consumer and industrial chemistry. We are executing a plan to sell or otherwise dispose of our discontinued Drilling Technologies and Production Technologies segments. An investment banking advisory services firm has been engaged and is actively marketing these segments.
Drilling Technologies. The Drilling Technologies segment, reported as discontinued operations, provides downhole drilling tools for use in energy and mining activities. This segment assembles, rents, sells, inspects, and markets specialized equipment used in energy, mining, and industrial drilling activities. Established tool rental operations are located throughout the United States and in a number of international markets.
Production Technologies. The Production Technologies segment, reported as discontinued operations, provides pumping system components, electric submersible pumps, gas separators, production valves, and complementary services. Through the Company’s acquisition of International Artificial Lift, LLC, the Company provides a line of next generation hydraulic pumping units that serve to increase and maximize production for oil and natural gas wells.
Incorporation of Certain Documents by Reference    27
Legal Matters    28
Experts    29
Our principal executive offices are located at 10603 W. Sam Houston Parkway N., Suite 300, Houston, Texas 77064, and our telephone number is (713) 849-9911. Our website address is http://www.flotekind.com. However, information contained on our website is not incorporated by reference into and does not constitute part of this prospectus.


1


RISK FACTORS
TheInvesting in our securities to be offered by this prospectus may involve a high degree of risk. When considering an investment in any of these securities, you should consider carefully all ofinvolves significant risks. Please see the risk factors described under the captionheading “Risk Factors” in any prospectus supplement as well as in our annual reportmost recent Annual Report on Form 10-K, in our Quarterly Reports on Form 10-Q filed subsequent to such Annual Report on Form 10-K, and in our Current Reports on Form 8-K filed subsequent to the end of the fiscal year covered by such Annual Report on Form 10-K, each of which are on file with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented, or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For more information see “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, operating results, cash flows, financial condition, or our securities. These risks, and additional risks not known to us or that we currently believe are immaterial, could materially and adversely affect our business, operating results, cash flows, financial condition, or our securities and could result in a partial or complete loss of your investment.
In addition to the risk factors incorporated by reference, these following risk factors may also adversely affect your investment in our securities:
Risks Related to the Company’s Securities
The market price of our common stock has been and may continue to be volatile.
The market price of our common stock has historically been subject to significant fluctuations. The following factors, among others, could cause the price of our common stock to fluctuate due to:
•variations in our quarterly results of operations;
•changes in market valuations of companies in our industry;
•fluctuations in stock market prices and volume;
•fluctuations in oil and natural gas prices;
•issuances of common stock or other securities in the future;
•additions or departures of key personnel;
•announcements by us or our competitors of new business, acquisitions, or joint ventures; and
•negative statements made by external parties about our business in public forums.
The stock market has experienced significant price and volume fluctuations in recent years that have affected the price of common stock of companies within many industries including the oil and natural gas industry. The price of our common stock could fluctuate based upon factors that have little to do with our operational performance, and these fluctuations could materially reduce our stock price. We could be a defendant in a legal case related to a significant loss of value for the year ended December 31, 2016,shareholders. This could be expensive and divert management’s attention and our resources, as well as have an adverse effect on our business, operating results, cash flows, financial condition, or our securities.
If we cannot meet the New York Stock Exchange continued listing requirements, the New York Stock Exchange may delist our common stock.

2

Our common stock is currently listed on the New York Stock Exchange. In the future, if we are not able to meet the continued listing requirements of the New York Stock Exchange, which require, among other things, that the average closing price of our common stock be above $1.00 over 30 consecutive trading days, our common stock may be delisted. If we are unable to satisfy the NYSE criteria for continued listing, its common stock would be subject to delisting. A delisting of its common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock, reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing, decreasing the amount of our news and analyst coverage, and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the New York Stock Exchange might negatively impact our reputation and, as a consequence, our business, operating results, cash flows, financial condition, or our securities.
An active market for our common stock may not continue to exist or may not continue to exist at current trading levels.
Trading volume for our common stock historically has been very volatile when compared to companies with larger market capitalizations. We cannot presume that an active trading market for our common stock will continue or be sustained. Sales of a significant number of shares of our common stock in the public market could lower the market price of our common stock.
We have no plans to pay dividends on our common stock, and, therefore, investors will have to look to stock appreciation for return on investments.
We do not anticipate paying any cash dividends on our common stock within the foreseeable future. Any payment of future dividends will be at the discretion of our board of directors and will depend, among other documents filedthings, on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations deemed relevant by our board of directors. Investors must rely on sales of common stock held after price appreciation, which may never occur, in order to realize a return on their investment. The lack of plans for dividends may make our common stock an unattractive investment for investors who are seeking dividends.
Certain anti-takeover provisions of our certificate of incorporation and applicable Delaware law could discourage or prevent others from acquiring us, which may adversely affect the market price of our common stock.
Our certificate of incorporation and bylaws contain provisions that, among other things:
•permit us to issue, without stockholder approval, shares of preferred stock in one or more series and, with respect to each series, to fix the designation, powers, preferences, and rights of the shares of the series;
•prohibit stockholders from calling special meetings;
•limit the ability of stockholders to act by written consent;
•prohibit cumulative voting; and
•require advance notice for stockholder proposals and nominations for election to our board of directors to be acted upon at meetings of stockholders.
In addition, Section 203 of the Delaware General Corporation Law limits business combinations with owners of more than 15% of our voting stock without the approval of our board of directors. Aforementioned provisions and other similar provisions make it more difficult for a third party to acquire us exclusive of negotiation. Our board of directors could choose not to negotiate with an acquirer deemed not beneficial to or synergistic with our strategic outlook. If an acquirer were discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by these anti-takeover measures, stockholders could lose the opportunity to sell their shares at a favorable price.
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Future issuance of additional shares of our common stock could cause dilution of ownership interests and adversely affect our common stock price.
We are currently authorized to issue up to 140,000,000 shares of common stock. We may, in the future, issue previously authorized and unissued shares of common stock, which would result in the dilution of current stockholders ownership interests. Additional shares are subject to issuance through various equity compensation plans or through the exercise of currently outstanding equity awards. The potential issuance of additional shares of common stock may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in order to raise capital or effectuate other business purposes. Future sales of substantial amounts of common stock, or the perception that sales could occur, could have an adverse effect on the price of our common stock.
We may issue shares of preferred stock or debt securities with greater rights than our common stock.
Subject to the rules of the New York Stock Exchange, our certificate of incorporation authorizes our board of directors to issue one or more additional series of preferred stock and to set the terms of the issuance without seeking approval from holders of our common stock. Currently, there are 100,000 preferred shares authorized, with no shares currently outstanding. Any preferred stock that is issued may rank senior to our common stock in terms of dividends, priority, and liquidation premiums, and may have greater voting rights than holders of our common stock.
Our ability to use net operating loss carryforwards and tax attribute carryforwards to offset future taxable income may be limited.
Under section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on the corporation’s ability to utilize pre-change net operating losses (“NOLs”), and certain other tax attributes to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). An ownership change could limit the corporation’s ability to utilize existing NOLs and tax attribute carryforwards for taxable years including or following an identified “ownership change.” Transactions involving our common stock, even those outside our control, such as purchases or sales by investors, within the testing period could result in an “ownership change.”
In addition, under the Tax Cuts and Jobs Act, the ability to carry back NOLs to prior taxable years is generally eliminated, and while NOLs arising in tax years beginning after 2017 may be carried forward indefinitely, these post-2017 NOLs may only reduce 80% of our taxable income in a tax year. Limitations imposed on the ability to use NOLs and tax credits to offset future taxable income could reduce or eliminate the benefit of the NOLs and tax attributes and could require us to pay U.S. federal income taxes in excess of that which would otherwise be required if such limitations were not in effect. Similar rules and limitations may apply for state income tax purposes.
If securities or industry analysts do not publish research or reports about our business or publish negative reports, our securities prices and trading volumes could decline and affect the price at which you could sell your securities.
The trading market for our securities may be affected by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If analysts do not cover us on a regular basis or if one or more analysts cease coverage of us or fail to regularly publish reports about us, we could lose visibility in the financial markets, which in turn could cause our securities prices or trading volumes to decline. If one or more of such analysts publish negative reports about us, our securities prices would likely decline. These occurrences could affect the price you could receive from the sale of your securities.
The sale of the securities registered in this offering could cause our stock price to decline.
The sale of a significant amount of securities registered in this offering at any given time could cause the trading price of our common stock or other securities to decline or be highly volatile.
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We may issue a substantial amount of securities in connection with future acquisitions, and the sale of those securities could adversely affect the trading price of our common stock or other securities.
As part of our growth strategy, we may issue additional securities, or securities that have rights, preferences, and privileges senior to our other securities. We may file future shelf registration statements with the SEC that we may use to sell securities from time to time in connection with acquisitions. To the extent that we are able to grow through acquisitions and are able to pay for such acquisitions with shares of our common stock or other securities, the number of outstanding shares of common stock or other securities that will be eligible for sale in the future is likely to increase substantially. Persons receiving shares of our common stock or other securities in connection with these acquisitions may be more likely to sell large quantities of their common stock or other securities, which may influence the price of our common stock or other securities. In addition, the potential issuance of additional shares of common stock or other securities in connection with anticipated acquisitions could lessen demand for our common stock or other securities and result in a lower price than would otherwise be obtained.
Supplemental Risks Related to Our Business
Our sanitizer-related business may be materially and negatively affected by uncertain market conditions and Covid-19 related impacts.
The demand for our sanitizer products is dependent on many factors, including human behavior in response to Covid-19 and market participants in the premium sanitizer space. A change in general behavior in response to widespread vaccine availability, relaxed attitudes towards sanitization, unproven consumer reception of our new products, or new entrants into the premium sanitizer market, may materially and adversely affect the demand for our sanitizer products.
Our Data Analytics segment may be materially and negatively affected by government regulations and/or facility disruptions.
The demand for our equipment and services offerings in our Data Analytics segment could be materially affected by additional regulations on the upstream, midstream, and downstream portions of the oil and gas sectors. Additional regulation on oil and gas production, transportation, or processing of hydrocarbons may result in significantly reduced demand for our offerings, either individually or as a result of a decline in the overall oil and gas markets in the United States and abroad. In addition, our products are subject to export control laws and regulations, and changes to those laws and regulations may negatively impact our ability to pursue international opportunities. Disruptions to pipelines and refineries, whether due to regulation, weather, demand, or other factors, may also have a materially adverse effect on our ability to derive revenue from our Data Analytics segment. Adjustments to our Data Analytics segment’s commercial strategy, with a shift towards subscription revenue and away from equipment sales, and the market’s response to that strategy, may materially and adversely affect revenues in the near term, even if the strategic shift is successful, due to longer payback periods on subscription models.
Loss of key suppliers, the inability to secure raw materials on a timely basis, or our inability to pass commodity price increases on to our customers could have a material adverse effect on our ability to service our customers’ needs and could result in a significant loss of customers.
Materials used in servicing and manufacturing operations, as well as those purchased for sale, are generally available on the open market from multiple sources. Acquisition costs and transportation of raw materials to our facilities have historically been impacted by extreme weather conditions. Certain raw materials used by our Chemistry Technologies segment are available only from limited sources; accordingly, any disruptions to critical suppliers’ operations could materially and adversely impact our operations. Prices paid for raw materials could be affected by energy products and other commodity prices; weather and disease associated with our crop dependent raw materials, specifically citrus greening; tariffs and duties on imported materials; foreign currency exchange rates; and phases of the general business cycle and global demand. Our Chemistry Technologies segment secures short and long term supply agreements for most of its critical raw materials from both domestic and international vendors.
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The prices of key raw materials are subject to market fluctuations, which at times can be significant and unpredictable. Availability of key raw materials weather events, natural disasters, and health epidemics in countries from which we source our raw materials may significantly impact prices. We may be unable to pass along price increases to its customers, which could result in a materially adverse impact on margins and operating profits. We currently use purchasing strategies designed, where possible, to align the timing of customer demand with our supply commitments. However, we currently do not hedge commodity prices, but may consider such strategies in the future, and there is no guarantee that our purchasing strategies will prevent cost increases from resulting in materially adverse impacts on margins and operating profits.
Our Data Analytics segment is dependent on its ability to source appropriate technical components for its Verax measurement system, certain of which are specialty products that are sole-sourced and are not easily replaceable with other sources. Any inability to source appropriate components in the future could result in significant difficulty supplying equipment or services to our customers.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:
•future financial performance and growth targets or expectations;
•market and industry trends and developments; and
•the benefits of our completed and future merger, acquisition, and disposition transactions.
You can identify these and other forward-looking statements by the use of words such as “aim,” “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “might,” “will,” “should,” “would,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “budget,” “project,” “scheduled,” “target,” and similar expressions, and variations or negatives of these words.
These forward-looking statements are based on information available to us as of the date of this prospectus and our current expectations, forecasts, and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include, without limitation, competitive factors, general economic conditions, customer relations, relationships with suppliers, employee turnover, fluctuations in oil and natural gas prices, governmental regulation and supervision, litigation, seasonality, distribution networks, product introduction and acceptance, technological change, changes in accounting principles or interpretations, changes in industry practices, onetime events, the impact of acquisitions, joint ventures, or divestitures, the impact of Covid-19, and other risks referenced from time to time in our past and future filings with the SEC, including in our most recent Annual Report on Form 10-K, in our Quarterly Reports on Form 10-Q filed subsequent to our most recent Annual Report on Form 10-K, and in our Current Reports on Form 8-K filed subsequent to the end of the fiscal year covered by our most recent Annual Report on Form 10-K. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions, or otherwise, after the date of this prospectus (including, but not limited to, subsequent annual reports on Form 10-K, quarterly reports on Form 10-Qprospectus. All forward-looking statements, expressed or current reports on Form 8-K,implied, included or amendments to such reports) that are incorporated herein by reference. If applicable, we will include in any prospectus supplement a description of those significant factors that could make the offering described in the prospectus supplement speculative or risky.
USE OF PROCEEDS
Unless otherwise specified in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include, among other things:
the repayment of outstanding indebtedness;
working capital needs;
capital expenditures; and
acquisitions.
The actual application of proceeds from the sale of any particular offering of securities issued hereunder will be described in the applicable prospectus supplement relating to such offering. We may invest funds not required immediately for these purposes in marketable securities and short-term investments. The precise amount and timing of the application of these proceeds will depend upon our funding requirements and the availability and cost of other funds.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges on a consolidated basis for the periods shown. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference in this prospectus.prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
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 Six months ended June 30, Year ended December 31,
 2017 2016 2015 2014 2013 2012
Ratio of earnings to fixed charges (a)
N/A
 2.11
 6.02
 32.20
 17.84
 3.37
Deficiency of earnings to cover
   fixed charges
$(2,628) N/A
 N/A
 N/A
 N/A
 N/A
ABOUT THIS PROSPECTUS
(a)The ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges for the periods presented because no shares of preferred stock were outstanding during these periods.
ForThis prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act. Under this shelf process, this prospectus may be used from time to time by the selling stockholders to sell up to 11,500,000 shares of our common stock as described herein and under the heading “Selling Stockholders.” The shares of our common stock being offered by the selling stockholders pursuant to this prospectus were acquired upon the consummation of our acquisition of the ownership interests of JP3 Measurement, LLC, a privately-held data and analytics technology company, on May 18, 2020.The shares of common stock issued in the acquisition were privately placed under Section 4(a)(2) of the Securities Act, and remain subject to certain lock-up restrictions until December 31, 2020.Any prospectus supplement may include a discussion of any risk factors or other special considerations that apply to our common stock. The prospectus supplement may also add, supplement, change, update, supersede, or amend information included in this prospectus. You should carefully read both this prospectus, any prospectus supplement, any free writing prospectus that we authorize to be distributed to you, and any information incorporated by reference into the foregoing, together with additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” before investing in any of the securities offered under this prospectus.

We have not authorized anyone to give you any additional information different from that contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus provided in connection with an offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these ratios, “earnings” meanssecurities in any jurisdiction where the sumoffer is not permitted.
We have not authorized anyone to give you any additional information different from that contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus provided in connection with an offering. We take no responsibility for, and can provide no assurance as to the reliability of, income (loss)any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer is not permitted.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents.
The information contained in this prospectus, in any prospectus supplement, or in any document incorporated by reference in the foregoing is accurate only as of the date of such document containing such information, regardless of when this prospectus or any prospectus supplement is delivered or when any sale of our securities occurs.  Our business, operating results, cash flows, financial condition, or prospects may have changed since that date. If there is any inconsistency between the information in this prospectus, in any prospectus supplement, or in any document incorporated by reference in the foregoing, you should rely on the information in the document with the most recent date.
This prospectus is not an offer to sell or solicitation of an offer to buy our securities in any circumstances under which or jurisdiction in which the offer or solicitation is unlawful.  Unless the context otherwise indicates, the terms “the Company,” “we,” “our,” “ours,” and “us” refer to Flotek Industries, Inc. and its consolidated subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. In this prospectus, we sometimes refer to the common stock as the “securities.”


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FLOTEK INDUSTRIES, INC.
We are a global, technology-driven chemistry and data company that develops and supplies engineered chemistry solutions, equipment, data and analytical services to industrial, commercial and consumer markets. Our common stock trades on the New York Stock Exchange under the symbol “FTK.” We have two operating segments: Chemistry Technologies and Data Analytics. Both segments are supported by our continuing Research and Innovation advanced laboratory capabilities.
Chemistry Technologies
Our Chemistry Technologies segment includes specialty chemistries, logistics and technology services. We design, develop, manufacture, package, distribute, deliver, and market reservoir-centric fluid systems, including specialty and conventional chemistries, for use in oil and gas well drilling, cementing, completion, remediation, and stimulation activities designed to maximize recovery in both new and mature fields. Customers of this product line of the Chemistry Technologies business segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, pressure-pumping service companies, national and state-owned oil companies, and international supply chain management companies.
In the second quarter of 2020, we launched a line of sanitizers and disinfectants for commercial and personal consumer use. These products build on our historical expertise in chemistry and leverage its infrastructure, personnel, competencies, supply chain, research, and historic consumer market experiences yielding a competitive product offering in this rapidly growing segment. Given the increase in global demand for sanitizer products due to Covid-19, our concentration of customers is shifting and diversifying, which helps to reduce credit and business risk.
Data Analytics
Our Data Analytics segment, created in conjunction with the acquisition of JP3 Measurement, LLC, includes the design, development, production, sale and support of equipment and services that create and provide valuable information about the composition of its energy customers’ hydrocarbon streams. JP3 is continuing its transition to a Data-as-a-Service (DaaS) subscription model of selling data generated by its line of Verax analyzers, deployed remotely “at the edge” across the oil and gas sector, and software services via its cloud-based Viper software platform. JP3 creates and sells data systems and analytics services into the oil and gas market. We sell equipment with a software license and (DaaS) subscriptions. The data is provided in real time, every fifteen seconds, at the point-of-use and via the cloud, to end use customers. This composition and physical properties information increases efficiency and decreases operating costs for producers, midstream operators, refiners and distribution companies.
The customers of JP3 span across the entire market, from continuing operations before income taxesproduction upstream to midstream facilities to refineries and fixed charges less capitalized interestdistribution networks. To date, JP3 has focused sales solely on North American markets. The Data Analytics segment provides real-time hydrocarbon composition data that helps its customers generate additional profit by enhancing blending, increasing efficiencies of towers, enabling automation and “fixed charges” meansrobotization of fluid handling, and reducing losses due to give-away.
Research and Innovation
Flotek Research and Innovation supports both of the sumforegoing segments through formulations, technical support, basin & reservoir studies, data analytics, and new technology projects. The purpose of interest expense including capitalized interestthe organization is to supply the segments with enhanced products and an estimateservices that generate current and future revenues, while advising company management on opportunities concerning technology, environmental, and industry trends. The Research and Innovation facilities support advances in chemistry performance, detection, optimization, and manufacturing. Our corporate office is located at 8846 N. Sam Houston Parkway W., Houston, Texas 77064. Our phone number is (713) 849-9911 and our website address is www.flotekind.com. Information contained on our website does not constitute part of interest within rental expense.

this prospectus or any prospectus supplement.

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USE OF PROCEEDS
The common stock to be offered and sold pursuant to this prospectus will be offered and sold by the selling stockholders. We will not receive any proceeds in connection with the sale of any common stock offered by the selling stockholders. The selling stockholders will pay expenses of the selling stockholders incurred in connection with the sale of common stock from time to time.

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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
80,000,000 shares of common stock, $0.0001 par value; and
100,000 shares of preferred stock, $0.0001 par value.
The following is a summary of the rights, preferences and privilegesmaterial terms of our capitalcommon stock and preferred stock, certain provisions of our certificateAmended and Restated Certificate of incorporation,Incorporation, as amended (the “Certificate of Incorporation”), and our amendedSecond Amended and restated bylawsRestated Bylaws (the “Bylaws”), and certain provisions of Delaware law. This summary does not purport to be complete and is qualified in its entirety by referencethe full text of our Certificate of Incorporation and Bylaws and by such provisions of Delaware law. We encourage you to review complete copies of our Certificate of Incorporation and Bylaws, copies of which are filed as exhibits to the provisionsregistration statement of applicable lawwhich this prospectus is a part. References in this section to the “Company,” “we,” “us,” and “our” refer to our certificateFlotek Industries, Inc. and not to any of incorporation, as amended,its subsidiaries.
Authorized Capitalization
Our authorized capital stock consists of:
•140,000,000 shares of common stock, $0.0001 par value; and our amended and restated bylaws.
•100,000 shares of preferred stock, $0.0001 par value.
Common Stock
Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Because holders of common stock do not have cumulative voting rights, the holders of a majority of the shares of common stock can elect all of the members of theour board of directors standing for election. The holders of common stock are entitled to receive dividends as may be declared by theour board of directors. Upon our liquidation, dissolution, or winding up, and subject to any prior rights of outstanding preferred stock, the holders of our common stock will be entitled to share pro rata in the distribution of all of our assets available for distribution to our stockholders after satisfaction of all of our liabilities and the payment of the liquidation preference of any preferred stock that may be outstanding. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are and the shares of common stock to be offered by this prospectus when issued and paid for, will be, fully paid and non-assessable. The holders of our common stock have no preemptive or other subscription rights to purchase our common stock.
Preferred Stock
Subject to the provisions of the certificateCertificate of incorporationIncorporation and limitations prescribed by law, theour board of directors has the authority to issue up to 100,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series or the designation of the series, which may be superior to those of the common stock, without further vote or action by the stockholders.
One of the effects of undesignated preferred stock may be to enable theour board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger, or otherwise and, as a result, protect the continuity of our management. The issuance of shares of the preferred stock under theour board of directors’ authority described above may adversely affect the rights of the holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference, or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock or may otherwise adversely affect the market price of the common stock.
Liability and Indemnification of Officers and Directors
Our Certificate of Incorporation and Bylaws provide that indemnification shall be to the fullest extent permitted by the DGCL for all current or former directors or officers of the Company. As permitted by the DGCL, the Certificate of Incorporation provides that directors of the Company will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent of the law of the
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State of Delaware. If the DGCL is amended to authorize the further elimination or limitation of directors’ liability, then the liability of our directors will automatically be limited to the fullest extent provided by law.
We have also agreed to obtain and maintain director and officer liability insurance for the benefit of each of our officers and directors. These policies include coverage for losses for wrongful acts. Each of our officers and directors is named as an insured under such policies and provided with the same rights and benefits as are accorded to the most favorably insured of our directors and officers.
Delaware Anti-Takeover Law, and CharterCertificate of Incorporation and Bylaw Provisions
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, or the “DGCL.”DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.
Section 203 defines a “business combination,” among other things, as a merger, asset sale, or other transaction resulting in a financial benefit to the interested stockholders. Section 203 defines an “interested stockholder” as a person who, together with affiliates and associates, owns, or, in some cases, within three years prior, did own, 15% or more of the corporation’s voting stock. Under Section 203, a business combination between us and an interested stockholder is prohibited unless:
•our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder prior to the date the person attained the status;
•upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding, for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers and employee stock plans, under which employee participants do not have the right to determine confidentially whether shares held under the plan will be tendered in a tenderto; or exchange offer; or
•the business combination is approved by our board of directors on or subsequent to the date the person became an interested stockholder and authorized at an annual or special meeting of the stockholders by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.


This provision has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock. With approval of our stockholders, we could amend our certificateCertificate of incorporationIncorporation or bylawsBylaws in the future to elect not to be governed by the anti-takeover law. This election would generally be effective 12 months after the adoption of the amendment and would not apply to any business combination between us and any person who became an interested stockholder on or before the adoption of the amendment.
Provisions of Our Certificate of Incorporation and Bylaws
Our certificateCertificate of incorporationIncorporation and bylawsBylaws provide that any action required or permitted to be taken by our stockholders may be taken at a duly called meeting of stockholders or by written consent of the holders of all of the outstanding stock entitled to vote on such action. Under Delaware law, the power to adopt, amend, or repeal bylawsBylaws is conferred upon the stockholders. A corporation may, however, in its certificateCertificate of incorporationIncorporation also confer upon the board of directors the power to adopt, amend, or repeal its bylaws. Our charterCertificate of Incorporation and bylawsBylaws grant our board the power to adopt, amend, and repeal our bylawsBylaws on the affirmative vote of a majority of the directors then in office. Our stockholders may adopt, amend, or repeal our bylawsBylaws, but only at any regular or special meeting of stockholders by the holders of not less than a majority of the outstanding shares of stock entitled to vote. Also, our bylawsBylaws do not grant our stockholders the ability to call special meetings of stockholders. Advance notice is required for stockholders to nominate directors or to submit proposals for consideration at meetings of stockholders.
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The foregoing provisions of our certificateCertificate of incorporationIncorporation and bylawsBylaws and the provisions of Section 203 of the DGCL could have the effect of delaying, deferring, or preventing a change in control of our company.the Company.
Liability and Indemnification of Officers and DirectorsExclusive Forum Provision
Our certificate of incorporation and bylawsBylaws provide that, indemnificationunless the Company consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, be to the fullest extent permitted by law, be the DGCLsole and exclusive forum for all current(a) any derivative action or former directorsproceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or officersother employee of Flotek. As permitted by the DGCL, the certificate of incorporation provides that directors of Flotek will not be liableCompany to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extentCompany’s stockholders, (c) any action arising pursuant to any provision of the lawDGCL or the Certificate of Incorporation or the StateBylaws (as either may be amended from time to time), or (d) any action asserting a claim against the Company governed by the internal affairs doctrine.
Listing of Delaware. IfCommon Stock
Our common stock is currently listed on the DGCL is amended to authorizeNew York Stock Exchange under the further elimination or limitation of directors’ liability, then the liability of our directors will automatically be limited to the fullest extent provided by law.
We have also agreed to obtain and maintain director and officer liability insurance for the benefit of each of our officers and directors. These policies include coverage for losses for wrongful acts. Each of our officers and directors is named as an insured under such policies and provided with the same rights and benefits as are accorded to the most favorably insured of our directors and officers.symbol “FTK.”
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, LLC.


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DESCRIPTION OF DEBT SECURITIES

Any debt securitiesSUPPLEMENTAL FINANCIAL INFORMATION
Set forth below is information from Note 18 (Revision of Prior Financial Statements) to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and Note 21 (Revision of Prior Financial Statements) to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, each of which were previously filed with the SEC and are incorporated into this prospectus by reference:

Revision of Prior Financial Statements as previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020:

During the review of the Consolidated Balance Sheet during the three months ended March 31, 2020, management noted two separate errors that we offer underimpact prior periods as follows:
•Trademarks and brand names with a prospectus supplement willcarrying value of $2.8 million that were transferred in the sale of Florida Chemical to ADM on February 28, 2019 were not removed from the Consolidated Balance Sheet at the time of the sale.
•Gross profit in intercompany inventory was not properly relieved and recorded as a reduction in cost of sales when the related inventory was sold to third parties.

The revisions discussed above impacted the financial statements as follows (in thousands):
As of March 31, 2019
As previously reportedRevisionsAs revised
Inventories, net$34,358$1,019$35,377
Other intangible assets, net24,978(2,760)22,218
Total Assets282,792(1,741)281,051
Total Liabilities and Stockholders' Equity282,792(1,741)281,051

For the three months ended March 31, 2019
As previously reportedRevisionsAs revised
Operating expenses$44,599$(631)$43,968
Income tax benefit774(463)311
Loss from continuing operations(15,380)168(15,212)
Income from discontinued operations, net of tax48,372(2,298)46,074
Net income32,992(2,130)30,862

As of June 30, 2019
As previously reportedRevisionsAs revised
Inventories, net$26,442$1,204$27,646
Other intangible assets, net24,290(2,760)21,530
Total Assets263,816(1,556)262,260
Total Liabilities and Stockholders' Equity263,816(1,556)262,260

14


For the three months ended June 30, 2019For the six months ended June 30, 2019
As previously reportedRevisionsAs revisedAs previously reportedRevisionsAs revised
Operating expenses$38,306$(185)$38,121$82,905$(816)$82,089
Income tax benefit192-192966(463)503
Loss from continuing operations(12,990)185(12,805)(28,370)353(28,017)
(Loss) income from discontinued operations, net of tax(1,608)-(1,608)46,764(2,298)44,466
Net (loss) income(14,598)185(14,413)18,394(1,945)16,449

As of September 30, 2019
As previously reportedRevisionsAs revised
Inventories, net$24,333$1,271$25,604
Other intangible assets, net23,578(2,760)20,818
Total Assets249,357(1,489)247,868
Total Liabilities and Stockholders' Equity249,357(1,489)247,868

For the three months ended September 30, 2019For the nine months ended September 30, 2019
As previously reportedRevisionsAs revisedAs previously reportedRevisionsAs revised
Operating expenses$23,689$(67)$23,622$106,594$(883)$105,711
Income tax benefit191-1911,157(463)694
Loss from continuing operations(11,227)67(11,160)(39,597)420(39,177)
Income from discontinued operations, net of tax117-11746,881(2,298)44,583
Net (loss) income(11,110)67(11,043)7,284(1,878)5,406

As of December 31, 2019
As previously reportedRevisionsAs revised
Inventories, net$21,697$1,513$23,210
Other intangible assets, net23,083(2,760)20,323
Total Assets231,847(1,247)230,600
Total Liabilities and Stockholders' Equity231,847(1,247)230,600

15


For the three months ended December 31, 2019For the year ended December 31, 2019
As previously reportedRevisionsAs revisedAs previously reportedRevisionsAs revised
Operating expenses$42,631$(242)$42,389$149,225$(1,125)$148,100
Income tax (expense) benefit(956)-(956)201(463)(262)
Loss from continuing operations(37,138)242(36,896)(76,735)662(76,073)
(Loss) income from discontinued operations, net of tax(2,425)-(2,425)44,456(2,298)42,158
Net loss(39,563)242(39,321)(32,279)(1,636)(33,915)

Management evaluated the impact on previously issued financial statements and concluded the impact was not material.

Revision of Prior Financial Statements as previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020:

During preparation of June 30, 2020 financial statements, two additional errors impacting the prior financial statements were identified, as follows:
•Currency Translation Adjustment and Other Comprehensive Income of $1.1 million was not recognized in earnings in connection with the dissolution of the Company’s wholly owned foreign entity, PetroValve International in 2015.
•Cash flow presentation relating to proceeds received from the sale of FCC (which occurred in the first quarter of 2019) and subsequent release of escrow amounts in subsequent periods that were improperly classified between operating and investing activities.
Consolidated Balance Sheets - The revision relating to currency translation discussed above had no impact on total stockholders’ equity, but impacted the components of stockholders’ equity as follows (in thousands):

As of December 31, 2018
As previously reportedRevisionsAs revised
Accumulated other comprehensive loss$(1,116)$1,147$31
Retained earnings (accumulated deficit)(107,176)(1,147)(108,323)

As of March 31, 2019
As previously reported*RevisionsAs revised
Accumulated other comprehensive loss$(1,022)$1,147$125
Retained earnings (accumulated deficit)(76,314)(1,147)(77,461)

16


As of June 30, 2019
As previously reported*RevisionsAs revised
Accumulated other comprehensive loss$(998)$1,147$149
Retained earnings (accumulated deficit)(90,727)(1,147)(91,874)

As of September 30, 2019
As previously reported*RevisionsAs revised
Accumulated other comprehensive loss$(962)$1,147$185
Retained earnings (accumulated deficit)(101,770)(1,147)(102,917)

As of December 31, 2019
As previously reported*RevisionsAs revised
Accumulated other comprehensive loss$(966)$1,147$181
Retained earnings (accumulated deficit)(141,091)(1,147)(142,238)

As of March 31, 2020
As previously reported*RevisionsAs revised
Accumulated other comprehensive loss$(1,089)$1,147$58
Retained earnings (accumulated deficit)(205,058)(1,147)(206,205)

*As previously reported numbers reflect the revised balances for each of the periods as disclosed in the period ended March 31, 2020.

Consolidated Statements of Cash Flows - The revision discussed above impacted the statement of cash flow as follows (in thousands):

For the three months ended March 31, 2019
As previously reportedRevisionsAs revised
Adjustment to reconcile net cash in operating activities
Other current assets$(18,661)$14,219$(4,442)
Other long-term assets-3,2863,286
Net cash used in operating activities(25,721)17,505(8,216)
Proceeds from sale of business169,722(17,505)152,217
Net cash provided by investing activities169,290(17,505151,785
17



For the six months ended June 30, 2019
As previously reportedRevisionsAs revised
Adjustment to reconcile net cash in operating activities
Other current assets$(16,209)$14,219$(1,990)
Other long-term assets-3,2863,286
Net cash used in operating activities(23,849)17,505(6,344)
Proceeds from sale of business169,722(17,505)152,217
Net cash provided by investing activities168,868(17,505)151,363

For the nine months ended September 30, 2019
As previously reportedRevisionsAs revised
Adjustment to reconcile net cash in operating activities
Other current assets$(14,974)$10,938$(4,036)
Other long-term assets-3,2863,286
Net cash used in operating activities(14,348)14,224(124)
Proceeds from sale of business169,722(14,224)155,498
Net cash provided by investing activities167,497(14,224)153,273

For the year ended December 31, 2019
As previously reportedRevisionsAs revised
Adjustment to reconcile net cash in operating activities
Other current assets$(8,359)$10,938$2,579
Other long-term assets1,1313,2864,417
Net cash used in operating activities(18,769)14,224(4,545)
Proceeds from sale of business169,722(14,224)155,498
Net cash provided by investing activities166,937(14,224)152,713

For the three months ended March 31, 2020
As previously reportedRevisionsAs revised
Adjustment to reconcile net cash in operating activities
Other current assets$6,926$(3,281)$3,645
Net cash used in operating activities(20,496)(3,281)(23,777)
Proceeds from sale of business-3,2813,281
Net cash provided by investing activities413,2813,322

18


Management evaluated the impact of these errors, individually and in the aggregate, on previously issued financial statements and concluded the impact was not material. Due to the currency translation error, net loss for the year ended December 31, 2015 was originally reported as $13.5 million and would be direct, unsecured general obligations. revised to $14.6 million.

19


SELLING STOCKHOLDERS

The debt securities will be either senior debt securities or subordinated debt securities. following table sets forth information as of November 30, 2020 about the beneficial ownership of our common stock by the selling stockholders both before and immediately after the offering.
We believe, based on the information furnished to us, that the selling stockholders have sole voting and investment power with respect to all of the shares of common stock reported, subject to community property laws where applicable, unless otherwise indicated.
The debt securities will bepercent of beneficial ownership for the selling stockholders is based on 73,094,901 shares of common stock issued under one or more separate indentures between us and U.S. Bank National Association,outstanding as trustee. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. Together,of November 13, 2020.  Unless otherwise stated in the senior indenturefootnotes to the table below and the subordinated indenture are called “indentures.” The indentures will be supplementedinformation incorporated herein by supplemental indentures,reference, to our knowledge, and based upon information provided by the material provisions of which will be described in a prospectus supplement.
As used in this description, the words “we,” “us,” and “our” refer to Flotek Industries, Inc., and not to any of its subsidiaries or affiliates.
We have summarized someselling stockholders, none of the selling stockholders has had a material provisionsrelationship with us other than as a stockholder at any time within the past three years or has ever been one of our officers or directors.
Pursuant to Rules 13d-3 and 13d-5 of the indentures below. This summary does not restate those agreements in their entirety. A formExchange Act, beneficial ownership includes any shares of senior indentureour common stock as to which a stockholder has sole or shared voting power or investment power, and a formalso any shares of subordinated indenture have been filed as exhibitsour common stock which the stockholder has the right to acquire within 60 days, including upon exercise of stock options or other rights to purchase shares of our common stock.
The shares of common stock being offered pursuant to this prospectus may be offered for sale from time to time during the period the registration statement of which this prospectus is a part. We urge you to read eachpart remains effective, by or for the account of the indentures because each one, and notselling stockholders.  After the date of effectiveness, the selling stockholders may have sold or transferred, in transactions covered by this description, definesprospectus or in transactions exempt from the rightsregistration requirements of holders of debt securities.
Capitalized terms defined in the indentures have the same meanings when used in this prospectus.
General
The debt securities issued under the indentures will be our direct, unsecured general obligations. The senior debt securities will rank equally with all of our other senior and unsubordinated debt. The subordinated debt securities will have a junior position to all of our senior debt.
The following description sets forth the general terms and provisions that could apply to debt securities that we may offer to sell. A prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will includeSecurities Act, some or all of their common stock.
Except as described below, the following, among others:
selling stockholders are neither broker-dealers nor affiliates, as defined in Rule 405, of broker-dealers.  The shares of our common stock being offered by the title and typeselling stockholders pursuant to this prospectus were acquired upon the consummation of our acquisition of the debt securities;
ownership interests of JP3 Measurement, LLC, a privately-held data and analytics technology company, on May 18, 2020. The shares of common stock issued in the total principal amountacquisition were privately placed under Section 4(a)(2) of the debt securities;
the percentage of the principal amount at which the debt securities will be issuedSecurities Act, and any payments due if the maturity of the debt securities is accelerated;
the dates on which the principal of the debt securities will be payable;
the interest rate which the debt securities will bear and the interest payment dates for the debt securities;
any conversion or exchange features;
any optional redemption periods;
any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem some or all of the debt securities;
any provisions granting special rights to holders when a specified event occurs;
any changes to or additional events of default or covenants;
any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; and
any other terms of the debt securities.
Neither of the indentures will limit the amount of debt securities that may be issued. Each indenture will allow debt securities to be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us.
Debt securities of a series may be issued in registered or global form.
Subsidiary Guarantees
If the applicable prospectus supplement relating to a series of our senior debt securities provides that those senior debt securities will have the benefit of a guarantee by any or all of our subsidiaries, then payment of the principal, premium, if any, and interest on those senior debt securities will be unconditionally guaranteed on an unsecured, unsubordinated basis by such subsidiary or subsidiaries. The guarantee of senior debt securities will rank equally in right of payment with all of the unsecured and unsubordinated indebtedness of such subsidiary or subsidiaries.
If the applicable prospectus supplement relating to a series of our subordinated debt securities provides that those subordinated debt securities will have the benefit of a guarantee by any or all of our subsidiaries, payment of the principal, premium, if any,


and interest on those subordinated debt securities will be unconditionally guaranteed on an unsecured, subordinated basis by such subsidiary or subsidiaries. The guarantee of the subordinated debt securities will be subordinated in right of payment to all of such subsidiary’s or subsidiaries’ existing and future senior indebtedness (as defined in the related prospectus supplement), including any guarantee of the senior debt securities, to the same extent and in the same manner as the subordinated debt securities are subordinated to our senior indebtedness (as defined in the related prospectus supplement). See “Subordination” below.
The obligations of our subsidiaries under any such guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
Covenants
Under the indentures, we:
will pay the principal of, and interest and any premium on, the debt securities when due;
will maintain a place of payment;
will deliver a certificate to the trustee each fiscal year reviewing our compliance with our obligations under the indentures;
will preserve our corporate existence; and
will segregate or deposit with any paying agent sufficient funds for the payment of any principal, interest or premium on or before the due date of such payment.
Mergers and Sale of Assets
Each of the indentures will provide that we may not convert into, or consolidate, amalgamate or merge with or into any other Person or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of our properties and assets (on a consolidated basis) to another Person, unless:
either: (a) we are the surviving Person; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger or resulting from such conversion (if other than us) or to which such sale, conveyance, assignment, transfer, lease or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any State thereof or the District of Columbia;
the Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than us) or the Person to which such sale, conveyance, assignment, transfer, lease or other disposition has been made assumes all of our obligations under such indenture and the debt securities governed thereby pursuant to agreements reasonably satisfactory to the trustee, which may include a supplemental indenture;
we or the successor will not immediately be in default under such indenture; and
we deliver an officer’s certificate and opinion of counsel to the trustee stating that such conversion, consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition and any supplemental indenture comply with such indenture and that all conditions precedent set forth in such indenture have been complied with.
Upon the assumption of our obligations under each indenture by a successor, we will be discharged from all obligations under such indenture.
As used in the indentures and in this description, the word “Person” means any individual, corporation, company, limited liability company, partnership, limited partnership, joint venture, association, joint-stock company, trust, other entity, unincorporated organization or government or any agency or political subdivision thereof.
Events of Default
“Event of default,” when used in the indentures with respect to debt securities of any series, will mean any of the following:
(1)default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;
(2)default in the payment of the principal of (or premium, if any, on) any debt security of that series at its maturity;
(3)default in the performance, or breach, of any covenant set forth in Article Ten of the applicable indenture (other than a covenant a default in the performance of which or the breach of which is elsewhere specifically dealt with as an event of default or which has expressly been included in such indenture solely for the benefit of one or more series of debt securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the then-outstanding debt securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” thereunder;


(4)default in the performance, or breach, of any covenant in the applicable indenture (other than a covenant set forth in Article Ten of such indenture or any other covenant a default in the performance of which or the breach of which is elsewhere specifically dealt with as an event of default or which has expressly been included in such indenture solely for the benefit of one or more series of debt securities other than that series), and continuance of such default or breach for a period of 180 days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the then-outstanding debt securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” thereunder;
(5)we, pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of any order for relief against us in an involuntary case, (iii) consent to the appointment of a custodian of us or for all or substantially all of our property, or (iv) make a general assignment for the benefit of our creditors;
(6)a court of competent jurisdiction enters an order or decree under any bankruptcy law that (i) is for relief against us in an involuntary case, (ii) appoints a custodian of us or for all or substantially all of our property, or (iii) orders the liquidation of us, and the order or decree remains unstayed and in effect for 60 consecutive days;
(7)default in the deposit of any sinking fund payment when due; or
(8)any other event of default provided with respect to debt securities of that series in accordance with provisions of the indenture related to the issuance of such debt securities.
An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under an indenture. The trustee may withhold notice to the holders of debt securities of any default (except in the payment of principal, interest or any premium) if it considers the withholding of notice to be in the interests of the holders.
If an event of default for any series of debt securities occurs and continues, the trustee or the holders of 25% in aggregate principal amount of the debt securities of the series may declare the entire principal of all of the debt securities of that series to be due and payable immediately. If this happens,remain subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of that series can rescind and annul the declaration.
Other than its duties in case of a default, the trustee is not obligated to exercise any of its rights or powers under any indenture at the request, order or direction of any holders, unless the holders offer the trustee reasonable security or indemnity satisfactory to the trustee. If the holders provide this reasonable security or indemnification, then the holders of a majority in principal amount outstanding of any series of debt securities may direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities.
Amendments and Waivers
Subject to certain exceptions, the indentures, the debt securities issued thereunder or the subsidiary guarantees may be amended or supplementedlock-up restrictions until December 31, 2020. In connection with the consent of the holders ofacquisition, we entered into a majority in aggregate principal amount of the then-outstanding debt securities of each series affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with respect to each series of debt securities with the consent of the holders of a majority in principal amount of the then-outstanding debt securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities).
Without the consent of each holder of the outstanding debt securities affected, an amendment, supplement or waiver may not, among other things:
(1)change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the applicable indenture, change the coin or currency in which any debt security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date therefor);
(2)reduce the percentage in principal amount of the then-outstanding debt securities of any series, the consent of the holders of which is required for any such amendment or supplemental indenture, or the consent of the holders of which is required for any waiver of compliance with certain provisions of the applicable indenture or certain defaults thereunder and their consequences provided for in the applicable indenture;


(3)modify any of the provisions set forth in (i) the provisions of the applicable indenture related to the holder’s unconditional right to receive principal, premium, if any, and interest on the debt securities or (ii) the provisions of the applicable indenture related to the waiver of past defaults under such indenture;
(4)waive a redemption payment with respect to any debt security; provided, however, that any purchase or repurchase of debt securities shall not be deemed a redemption of the debt securities;
(5)release any guarantor from any of its obligations under its guarantee or the applicable indenture, except in accordance with the terms of such indenture (as amended or supplemented); or
(6)make any change in the foregoing amendment and waiver provisions, except to increase any percentage provided for therein or to provide that certain other provisions of the applicable indenture cannot be modified or waived without the consent of the holder of each then-outstanding debt security affected thereby.
Notwithstanding the foregoing, without the consent of any holder of debt securities, we, the guarantors and the trustee may amend each of the indentures or the debt securities issued thereunder to:
(1)cure any ambiguity or defect or to correct or supplement any provision therein that may be inconsistent with any other provision therein;
(2)evidence the succession of another Person to us and the assumption by any such successor of our covenants therein and, to the extent applicable, of the debt securities;
(3)provide for uncertificated debt securities in addition to or in place of certificated debt securities; provided that the uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or in the manner such that the uncertificated debt securities are described in Section 163(f)(2)(B) of the Internal Revenue Code;
(4)add a guarantee and cause any Person to become a guarantor, and/or to evidence the succession of another Person to a guarantor and the assumption by any such successor of the guarantee of such guarantor therein and, to the extent applicable, endorsed upon any debt securities of any series;
(5)secure the debt securities of any series;
(6)add to the covenants such further covenants, restrictions, conditions or provisions as we shall consider to be appropriate for the benefit of the holders of all or any series of debt securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power conferred under the applicable indenture upon us, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default permitting the enforcement of all or any of the several remedies provided in the applicable indenture as set forth therein; provided that in respect of any such additional covenant, restriction, condition or provision, such amendment or supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an event of default or may limit the remedies available to the trustee upon such an event of default or may limit the right of the holders of a majority in aggregate principal amount of the debt securities of such series to waive such an event of default;
(7)make any change to any provision of the applicable indenture that does not adversely affect the rights or interests of any holder of debt securities issued thereunder;
(8)provide for the issuance of additional debt securities in accordance with the provisions set forth in the applicable indenture;
(9)add any additional defaults or events of default in respect of all or any series of debt securities;
(10)add to, change or eliminate any of the provisions of the applicable indenture to such extent as shall be necessary to permit or facilitate the issuance of debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
(11)change or eliminate any of the provisions of the applicable indenture; provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to the execution of such amendment or supplemental indenture that is entitled to the benefit of such provision;
(12)establish the form or terms of debt securities of any series as permitted thereunder, including to reopen any series of any debt securities as permitted thereunder;
(13)evidence and provide for the acceptance of appointment thereunder by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the applicable indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of such indenture;
(14)conform the text of the applicable indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus, prospectus supplement, offering


memorandum or offering circularregistration rights agreement pursuant to which such debt securities were offeredwe agreed to file the extent that such provision was intended by us to beregistration statement of which this prospectus is a verbatim recitation of a provision ofpart.
Information about the applicable indenture (and/or any supplemental indenture) or any debt securities or securities guarantee issued thereunder, with such intention being evidenced by an officer’s certificate; or
(15)modify, eliminate or add to the provisions of the applicable indenture to such extent as shall be necessary to effect the qualification of such indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or under any similar federal statute subsequently enacted, and to add to such indenture such other provisions as may be expressly required under the Trust Indenture Act.
The consent of the holders is not necessary under either indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment with the consent of the holders under an indenture becomes effective, we are required to mail to the holders of debt securities thereunder a notice briefly describing such amendment. However, the failure to give such notice to all such holders, or any defect therein, will not impair or affect the validity of the amendment.
Legal Defeasance and Covenant Defeasance
Each indenture provides that we may, at our option and at any time, elect to have all of our obligations discharged with respect to the debt securities outstanding thereunder and all obligations of any guarantors of such debt securities discharged with respect to their guarantees (“Legal Defeasance”), except for:
(1)the rights of holders of outstanding debt securities to receive payments in respect of the principal of, or interest or premium, if any, on, such debt securities when such payments are due from the trust referred to below;
(2)our obligations with respect to the debt securities concerning temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities, the maintenance of an office or agency for payment and money for security payments held in trust;
(3)the rights, powers, trusts, duties and immunities of the trustee, and our and each guarantor’s obligations in connection therewith; and
(4)the Legal Defeasance and Covenant Defeasance (as defined below) provisions of the applicable indenture.
In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain provisions of each indenture, including certain provisions described in any prospectus supplement (such release and termination being referred to as “Covenant Defeasance”), and thereafter any failure to comply with such obligations or provisions will not constitute a default or event of default. In addition, in the event Covenant Defeasance occurs in accordance with the applicable indenture, any defeasible event of default will no longer constitute an event of default.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1)we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities, cash in U.S. dollars, non-callable U.S. government securities, or a combination of cash in U.S. dollars and non-callable U.S. government securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and interest and premium, if any, on, the outstanding debt securities on the stated date for payment thereof or on the applicable redemption date, as the case may be, and we must specify whether the debt securities are being defeased to such stated date for payment or to a particular redemption date;
(2)in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the issue date of the debt securities, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such Legal Defeasance had not occurred;
(3)in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4)no default or event of default shall have occurred and be continuing on the date of such deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit);


(5)the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which we are, or any guarantor is, a party or by which we are, or any guarantor is, bound;
(6)such Legal Defeasance or Covenant Defeasance must not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the applicable indenture) to which we are, or any of our subsidiaries is, a party or by which we are, or any of our subsidiaries is, bound;
(7)we must deliver to the trustee an officer’s certificate stating that the deposit was not made by us with the intent of preferring the holders of debt securities over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or the creditors of others;
(8)we must deliver to the trustee an officer’s certificate stating that all conditions precedent set forth in clauses (1) through (6) of this paragraph have been complied with; and
(9)we must deliver to the trustee an opinion of counsel (which opinion of counsel may be subject to customary assumptions, qualifications, and exclusions) stating that all conditions precedent set forth in clauses (2), (3) and (6) of this paragraph have been complied with.
Satisfaction and Discharge
Each of the indentures will cease to be of further effect and will be discharged with respect to the debt securities (except as to any surviving rights of registration of transfer or exchange of debt securities and certain rights of the trustee, as expressly provided for in such indenture) as to all outstanding debt securities issued thereunder and the guarantees issued thereunder when:
(1)either (a) all of the debt securities theretofore authenticated and delivered under such indenture (except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for the payment of which money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation or (b) all debt securities not theretofore delivered to the trustee for cancellation have become due and payable, will become due and payable at their stated maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited with the trustee funds, in an amount sufficient to pay and discharge the entire indebtedness on the debt securities not theretofore delivered to the trustee for cancellation, for principal of and premium, if any, and interest on the debt securities to the date of deposit (in the case of debt securities that have become due and payable) or to the stated maturity or redemption date, as the case may be, together with instructions from us irrevocably directing the trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2)we have paid all other sums then due and payable under such indenture by us; and
(3)we have delivered to the trustee an officer’s certificate and an opinion of counsel, which, taken together, state that all conditions precedent under such indenture relating to the satisfaction and discharge of such indenture have been complied with.
No Personal Liability of Directors, Managers, Officers, Employees, Partners, Members and Stockholders
No past, present or future incorporator, shareholder, member, officer, manager, employee, partner or director of us or any guarantor, as such, shall have any liability for any of our obligations or those of the guarantors under the debt securities, the indentures, the guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of debt securities, upon our issuance of the debt securities and execution of the indentures, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the debt securities. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
Denominations
Unless stated otherwise in the prospectus supplement for each issuance of debt securities, the debt securities will be issued in denominations of $1,000 each or integral multiples of $1,000.
Paying Agent and Registrar
The trustee will initially act as paying agent and registrar for the debt securities. Weselling stockholders may change the paying agent or registrar without prior notice to the holders of the debt securities, and we may act as paying agent or registrar.


Transfer and Exchange
A holder may transfer or exchange debt securities in accordance with the applicable indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and we may require a holder to pay any taxes and fees required by law or permitted by the applicable indenture. We are not required to transfer or exchange any debt security selected for redemption. In addition, we are not required to transfer or exchange any debt security for a period of 15 days before a selection of debt securities to be redeemed.
Subordination
The payment of the principal of and premium, if any, and interest on subordinated debt securities and any of our other payment obligations in respect of subordinated debt securities (including any obligation to repurchase subordinated debt securities) is subordinated in certain circumstances in right of payment, as set forth in the subordinated indenture, to the prior payment in full in cash of all senior debt.
We also may not make any payment, whether by redemption, purchase, retirement, defeasance or otherwise, upon or in respect of subordinated debt securities, except from a trust described under “Legal Defeasance and Covenant Defeasance,” if:
a default in the payment of all or any portion of the obligations on any designated senior debt (“payment default”) occurs that has not been cured or waived, or
any other default occurs and is continuing with respect to designated senior debt pursuant to which the maturity thereof may be accelerated (“non-payment default”) and, solely with respect to this clause, the trustee for the subordinated debt securities receives a notice of the default (a “payment blockage notice”) from the trustee or other representative for the holders of such designated senior debt.
Cash payments on subordinated debt securities will be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived, and (b) in case of a nonpayment default, the earliest of the date on which such nonpayment default is cured or waived, the termination of the payment blockage period by written notice to the trustee for the subordinated debt securities from the trustee or other representative for the holders of such designated senior debt, the payment in full of such designated senior debt or 179 days after the date on which the applicable payment blockage notice is received. No new payment blockage period may be commenced unless and until 360 days have elapsed since the date of commencement of the payment blockage period resulting from the immediately prior payment blockage notice. No nonpayment default in respect of designated senior debt that existed or was continuing on the date of delivery of any payment blockage notice to the trustee for the subordinated debt securities will be, or be made, the basis for a subsequent payment blockage notice unless such default shall have been cured or waived for a period of no less than 90 consecutive days.
Upon any payment or distribution of our assets or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with the subordinated indenture) in connection with any dissolution or winding up or total or partial liquidation or reorganization of us, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all senior debt shall first be paid in full, in cash or cash equivalents, before the holders of the subordinated debt securities or the trustee on their behalf shall be entitled to receive any payment by or on behalf of us on account of the subordinated debt securities, or any payment to acquire any of the subordinated debt securities for cash, property or securities, or any distribution with respect to the subordinated debt securities of any cash, property or securities. Before any payment may be made by, or on behalf of, us on any subordinated debt security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with the subordinated indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of our assets or securities, to which the holders of subordinated debt securities or the trustee on their behalf would be entitled, shall be made by us or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the holders or the trustee if received by them or it, directly to the holders of senior debt or their representatives or to any trustee or trustees under any indenture pursuant to which any such senior debt may have been issued, as their respective interests appear, to the extent necessary to pay all such senior debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such senior debt.
As a result of these subordination provisions, in the event of our liquidation, bankruptcy, reorganization, insolvency, receivership or similar proceeding or an assignment for the benefit of our creditors or a marshalling of our assets or liabilities, holders of subordinated debt securities may receive ratably less than other creditors.
Payment and Transfer
Principal, interest and any premium on fully registered debt securities will be paid at designated places. Payment will be made by check mailed to the persons in whose names the debt securities are registered on days specified in the indentures or any


prospectus supplement. Debt securities payments in other forms will be paid at a place designated by us and specified in a prospectus supplement.
Fully registered debt securities may be transferred or exchanged at the office of the trustee or at any other office or agency maintained by us for such purposes, without the payment of any service charge except for any tax or governmental charge.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that we will deposit with a depositary identified in the applicable prospectus supplement. Unless and until it is exchanged in whole or in part for the individual debt securities that it represents, a global security may not be transferred except as a whole:
by the applicable depositary to a nominee of the depositary;
by any nominee to the depositary itself or another nominee; or
by the depositary or any nominee to a successor depositary or any nominee of the successor.
We will describe the specific terms of the depositary arrangement with respect to a series of debt securities in the applicable prospectus supplement. We anticipate that the following provisions will generally apply to depositary arrangements.
When we issue a global security in registered form, the depositary for the global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global security to the accounts of persons that have accounts with the depositary (“participants”). Those accounts will be designated by the dealers, underwriters or agents with respect to the underlying debt securities or by us if those debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. For interests of participants, ownership of beneficial interests in the global security will be shown on records maintained by the applicable depositary or its nominee. For interests of persons other than participants, that ownershipover time.  Any changed information will be shown on the records of participants. Transfer of that ownership will be effected only through those records. The laws of some states require that certain purchasers of securities take physical delivery of securities in definitive form. These limits and laws may impair our ability to transfer beneficial interests in a global security.
As long as the depositary for a global security, or its nominee, is the registered owner of that global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a global security:
will not be entitled to have any of the underlying debt securities registered in their names;
will not receive or be entitled to receive physical delivery of any of the underlying debt securities in definitive form; and
will not be considered the owners or holders under the indenture relating to those debt securities.
Payments of the principal of, any premium on and any interest on individual debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global security representing such debt securities. None of us, the trustee for the debt securities, any paying agent or the registrar for the debt securities will be responsible for any aspect of the records relating to or payments made by the depositary or any participants on account of beneficial interests in the global security.
We expect that the depositary or its nominee, upon receipt of any payment of principal, any premium or interest relating to a global security representing any series of debt securities, immediately will credit participants’ accounts with the payments. Those payments will be credited in amounts proportional to the respective beneficial interests of the participants in the principal amount of the global security as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in the global security held through those participants will be governed by standing instructions and customary practices. This is now the case with securities held for the accounts of customers registered in “street name.” Those payments will be the sole responsibility of those participants.
If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days, we will issue individual debt securities of that series in exchange for the global security or securities representing that series. In addition, we may at any time in our sole discretion determine not to have any debt securities of a series represented by one or more global securities. In that event, we will issue individual debt securities of that series in exchange for the global security or securities. Furthermore, if we specify, an owner of a beneficial interest in a global security may, on terms acceptable to us, the trustee and the applicable depositary, receive individual debt securities of that series in exchange for those beneficial interests. The foregoing is subject to any limitations described in the applicable prospectus supplement. In any such instance, the owner of the beneficial interest will be entitled to physical delivery of individual debt


securities equal in principal amount to the beneficial interest and to have the debt securities registered in its name. Those individual debt securities will be issued in any authorized denominations.
Governing Law
Each indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York.
Information Concerning the Trustee
U.S. Bank National Association will be the trustee under the indentures. A successor trustee may be appointed in accordance with the terms of the indentures.
The indentures and the provisions of the Trust Indenture Act incorporated by reference therein will contain certain limitations on the rights of the trustee, should it become a creditor of us, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (within the meaning of the Trust Indenture Act), it must eliminate such conflicting interest or resign.
A single banking or financial institution may act as trustee with respect to both the subordinated indenture and the senior indenture. If this occurs, and should a default occur with respect to either the subordinated debt securities or the senior debt securities, such banking or financial institution would be required to resign as trustee under one of the indentures within 90 days of such default, pursuant to the Trust Indenture Act, unless such default were cured, duly waived or otherwise eliminated.


DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
Our subsidiaries may issue unconditional guarantees on an unsecured, unsubordinated basis with respect to senior debt securities that we offer in any prospectus supplement and may issue unconditional guarantees on an unsecured, subordinated basis with respect to subordinated debt securities that we offer in any prospectus supplement. The guarantee of senior debt securities will rank equally in right of payment with all of the unsecured and unsubordinated indebtedness of such subsidiary or subsidiaries. The guarantee of the subordinated debt securities will be subordinated in right of payment to all such subsidiary’s or subsidiaries’ existing and future senior indebtedness (as defined in the related prospectus supplement), including any guarantee of senior debt securities, to the same extent and in the same manner as the subordinated debt securities are subordinated to our senior indebtedness (as defined in the related prospectus supplement). Each guarantee will be issued under a supplement to an indenture. The prospectus supplement relating to a particular issue of guarantees will describe the terms of those guarantees, including the following:
the series of debt securities to which the guarantees apply;
whether the guarantees are secured or unsecured;
whether the guarantees are senior or subordinate to other guarantees or debt;
the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and
any additional terms of the guarantees.
The obligations of our subsidiaries under any such guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.


DESCRIPTION OF WARRANTS
We may issue warrants to purchase common stock, preferred stock, debt securities or units. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants may be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in an amendment to the applicable prospectus supplement.
The applicable prospectusregistration statement or supplement will specify the following terms of any warrants in respect of whichto this prospectus, is being delivered:to the extent required by law.
the title of such warrants;
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the aggregate

Shares Beneficially Owned
Prior to this Offering		Shares
Offered by
this Prospectus		Shares Beneficially Owned
After this Offering
Name of Selling StockholderNumberPercentNumberPercent
Matthew Ray Thomas(1)
300,401*223,65176,750*
John Trust(2)
380,005*380,0050—
San Ambrosia Investments, Ltd. (3)
1,018,3291.39%1,018,3290—
Justin William Little(4)
153,006*153,0060—
Jacey Lee Little Trust(5)
101,926*101,9260—
John Wolfe(6)
195,219*195,2190—
Entities affiliated with Douglas Maund (7)
2,799,8993.83%2,799,8990—
Cardroth Equity, LLC(8)
984,7521.35%984,7520—
J.W. Sauder Trust(9)
373,161*373,1610—
JWT Resources I Ltd.(10)
86,294*86,2940—
Joe Little(11)
321,941*321,9410—
LOOFA Investments LLC(12)
2,078,7082.84%2,078,7080—
Tippett Family Limited Partnership(13)
86,294*86,2940—
John Sauder(14)
51,740*51,7400—
The Dos Rios Trust(15)
177,547*177,5470—
Passel Ltd(16)
1,344,6611.84%1,344,6610—
Six Mountain Partners, LP(17)
347,158*347,1580—
DWDTHD Land No.1, LLC(18)
146,863*146,8630—
Kevin W. Brown(19)
109,918*28,2850—
Joseph Paul Little III(20)
610,561*600,56110,000*

* Less than 1%.
(1) The number of such warrants;
the price or prices at which such warrants will be issued;
the securities purchasable upon exercise of such warrants;
the price at which, and the currency or currencies in which the securities purchasable upon exercise of, such warrants may be purchased;
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
information with respect to book-entry procedures, if any;
if applicable, a discussion of any material U.S. federal income tax considerations; and
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.


DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more debt securities, shares of common stock being offered includes 73,246 shares of preferred stock, warrants or any combination of such securities.
The applicable prospectus supplement will specify the following terms of any unitsthat are subject to and are currently held in respect of which this prospectus is being delivered:
escrow pursuant to the terms of the units andJP3 Measurement, LLC purchase agreement. Mr. Thomas was our EVP, Data Analytics/President, JP3 until November 13, 2020.
(2) The number of anyshares of the debt securities, common stock preferred stock and/or warrants comprising the units, including whetherbeing offered includes 82,801 shares that are subject to and under what circumstances the securities comprising the units may be traded separately;
a description ofare currently held in escrow pursuant to the terms of any unit agreement governing the units;JP3 Measurement, LLC purchase agreement.
(3) The number of shares of common stock being offered includes 221,888 shares that are subject to and
a description are currently held in escrow pursuant to the terms of the provisions forJP3 Measurement, LLC purchase agreement.
(4) The number of shares of common stock being offered includes 33,339 shares that are subject to and are currently held in escrow pursuant to the payment, settlement, transfer or exchangeterms of the units.

JP3 Measurement, LLC purchase agreement.
(5) The number of shares of common stock being offered includes 22,209 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(6) The number of shares of common stock being offered includes 42,537 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
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(7) Represents (a) 276,856 shares of common stock held by Jennifer Lynn Maund 2008 Trust (“JLMT”), of which 60,325 shares are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement, (b) 276,856 shares of common stock held by Megan Maund Houser 2008 Trust (“MMHT”), of which 60,325 shares are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement, (c) 276,856 shares of common stock held by Erik Charles Maund 2008 Trust (“ECMT”), of which 60,325 shares are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement and (d) 1,969,331 shares of common stock held by Maund Family LTD Partnership (“MF LP”), of which 429,107 shares are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement. Douglas Maund is the sole trustee of each of JLMT, MMHT and ECMT, and the managing member of the general partner of MF LP, and, therefore, is deemed to have sole voting and investment power over the securities held by each of JLMT, MMHT, ECMT and MF LP.
(8) The number of shares of common stock being offered includes 214,572 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(9) The number of shares of common stock being offered includes 81,310 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(10) The number of shares of common stock being offered includes 18,803 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(11) The number of shares of common stock being offered includes 70,149 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(12) The number of shares of common stock being offered includes 452,939 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement. Thomas H. Daniel is a manager of LOOFA Investments, LLC. The number of shares of common stock does not include the shares held by Six Mountain Partners, LP (of which Mr. Daniel is the Manager of the general partner) or DWDTHD Land No. 1, LLC (of which Mr. Daniel is an executive officer).
(13) The number of shares of common stock being offered includes 18,803 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(14) The number of shares of common stock being offered includes 11,274 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement. Does not include the shares held by J.W. Sauder Trust (of which Mr. Sauder is a beneficiary), John Trust (of which Mr. Sauder is a co-trustee and beneficiary) and Passel Ltd (of which Mr. Sauder is the President of the general partner).
(15) The number of shares of common stock being offered includes 38,686 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(16) The number of shares of common stock being offered includes 292,994 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(17) The number of shares of common stock being offered includes 75,644 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(18) The number of shares of common stock being offered includes 32,000 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement.
(19) The number of shares of common stock being offered includes (a) 6,163 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement and (b) 81,633 shares of restricted stock that vest at the Company’s next annual stockholders’ meeting. Kevin W. Brown serves on our board of directors.
22


(20) The number of shares of common stock being offered includes 600,561 shares that are subject to and are currently held in escrow pursuant to the terms of the JP3 Measurement, LLC purchase agreement. Mr. Little is currently employed by the Company.
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PLAN OF DISTRIBUTION
WeSales of Our Common Stock by Selling Stockholders
As of the date of this prospectus, we have not been advised by any selling stockholder as to any plan of distribution. The selling stockholders may choose not to sell the securitiesany common stock. The common stock offered by this prospectus may be sold from time to time pursuant to underwritten public offerings, negotiated transactions, block tradespurchasers:
•directly by the selling stockholders or a combinationtheir successors, which includes their donees, pledgees, assignees, or transferees or other successors-in-interest; or
•through underwriters, broker-dealers, or agents, who may receive compensation in the form of these methods. We may selldiscounts, commissions or agent’s commissions from the securities being offered hereby in oneselling stockholders or morethe purchasers of the following ways from timecommon stock. These discounts, concessions, or commissions may be in excess of those customary in the types of transactions involved.
The selling stockholders reserve the right to time:
accept and, together with their agents, to underwriters or dealers for resalereject, any proposed purchases of common stock to the public or to institutional investors;
be made directly to institutional investors;
directly to a limited number of purchasers or to a single purchaser;
in “at the market offerings” to or through a market makeragents.
The selling stockholders and any underwriters, broker-dealers, or into an existing trading market, or a securities exchange or otherwise;
through agents to the public or to institutional investors; or
through a combination of any of these methods of sale.
In addition, we may sell some or all of the securities included in this prospectus through:
a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction;
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
privately negotiated transactions.
If we use underwriters or dealerswho participate in the sale the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including:
at a fixed price or prices, which may be changed from time to time;
at prices related to such prevailing market prices; or
at negotiated prices.
For each series of securities, the prospectus supplement will set forth the termsdistribution of the offering of the securities, including:
the public offering price;
the method of distribution, including the names of any underwriters, dealers or agents;
the purchase price of the securities;
our net proceeds from the sale of the securities;
any underwriting discounts, agency fees, or other compensation payable to underwriters or agents;
any discounts or concessions allowed or reallowed or repaid to dealers; and
the securities exchanges on which the securities will be listed, if any.
If we use underwriters in the sale, then the obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will generally be obligated to purchase all the securities offered if they purchase any securities. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. In connection with an offering, underwriters and selling group members and their affiliates may engage in transactions to stabilize, maintain or otherwise affect the market price of the securities in accordance with applicable law.
If we use dealers in the sale, then we will sell securities to such dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers at the time of resale. If we use agents in the sale, they will use their reasonable best efforts to solicit purchases for the period of their appointment. If we sell directly, no underwriters or agents would be involved. We are not making an offer of securities in any jurisdiction that does not permit such an offer.
Underwriters, dealers and agents that participate in the securities distributioncommon stock may be deemed to be underwriters as defined in“underwriters” within the meaning of the Securities Act. AnyIf a selling stockholder is a registered broker-dealer, such selling stockholder will be deemed to be an underwriter. If a selling stockholder is deemed to be an underwriter, any profits on the sale of the common stock by the selling stockholder and any discounts, commissions or profit they receive when they resell the securitiesagent’s commissions or concessions received by such selling stockholder may be treated asdeemed to be underwriting discounts and commissions under the Securities Act. We may have agreements with underwriters, dealers and agentsIf a selling stockholder is deemed to indemnify them against certain civil liabilities, including certain liabilities underbe an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, orsuch selling stockholder will be subject to contribute with respectthe prospectus delivery requirements of the Securities Act. Underwriters are subject to payments that theycertain statutory liabilities, including, but not limited to, Sections 11, 12, and 17 of the Securities Act.
The common stock may be requiredsold in one or more transactions at:
•fixed prices;
•prevailing market prices at the time of sale;
•prices related to make. Underwriters, dealers and agentssuch prevailing market prices;
•varying prices determined at the time of sale; or
•negotiated prices.
These sales may be effected in one or more transactions:
•on any national securities exchange or quotation on which the common stock may be listed or quoted at the time of the sale;
•in the over-the-counter market;
•in transactions other than on such exchanges or services or in the over-the-counter market;
•through the writing of options (including the issuance by the selling stockholder of derivative securities), whether the options or such other derivative securities are listed on an options exchange or otherwise;
•through the settlement of short sales; or
•through any combination of the foregoing.
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These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
In connection with sales of the common stock, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions which in turn may:
•engage in short sales of the common stock in the course of hedging their positions;
•sell the common stock short and deliver the common stock to close out short positions;
•loan or pledge the common stock to broker-dealers or other financial institutions that in turn may sell the common stock;
•enter into option or other transactions with broker-dealers or perform services for, us or our subsidiaries in the ordinary course of their business.
We may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institutions contractually agree to purchase the securities from us on a future date at a specific price. This type of contract may be made only withother financial institutions that we specifically approve. Such institutions could include banks, insurance companies, pension funds,


investment companies and educational and charitable institutions. The underwriters, dealersrequire the delivery to the broker-dealer or agents will not be responsible for the validity or performanceother financial institution of these contracts. It has not presently been established whether the underwriters, if any, of the securities will make a market in the securities. If the underwriters make a market in the securities, such market making may be discontinued at any time without notice.
Unless otherwise specified in the applicable prospectus supplement, all securities offered under this prospectus will be a new issue of securities with no established trading market, other than the common stock, which is currently listed and traded on the New York Stock Exchange. Webroker-dealer or other financial institution may electresell under this prospectus; or
•enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.
The selling stockholders may from time to list any other classtime transfer, pledge, assign, or seriesgrant a security interest in some or all the shares of securities on a national securities exchange or a foreign securities exchange but are not obligated to do so. Any common stock soldrespectively owned by them and, if they default in the performance of their secured obligations, the transferees, pledgees, assignees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, will beor under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the transferee, pledgee, assignee, or other successors in interest as selling stockholders under this prospectus.
To our knowledge, there are currently no plans, arrangements or understandings between the selling stockholders and any underwriter, broker-dealer, or agent regarding the sale of the common stock by the selling stockholders.
Our common stock is listed for trading on the New York Stock Exchange under the symbol “FTK.”
There can be no assurance that the selling stockholders will sell any or suchall of the common stock under this prospectus. Further, we cannot assure you that the selling stockholders will not transfer, devise, or gift the common stock by other exchanges as ourmeans not described in this prospectus. In addition, any common stock covered by this prospectus that qualifies for sale under Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The common stock covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than under this prospectus.
The common stock may be listedsold in some states only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for trading atsale or an exemption from registration or qualification is available and complied with.
The selling stockholders and any other person participating in the timesale of issuance,the common stock will be subject to official noticethe Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of issuance. We cannot give youpurchases and sales of the common stock by the selling stockholders and any assurance asother such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the liquidityparticular common stock being distributed. This may affect the marketability of the trading marketscommon stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

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WHERE YOU CAN FIND MORE INFORMATION
We are currently subject to the information requirements of the Exchange Act and in accordance therewith file periodic reports, current reports, proxy statements, and other information with the SEC. Our SEC filings are available to you on the SEC’s website at www.sec.gov. Our website address is www.flotekind.com. Information on our website is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus or any prospectus supplement.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities that may be offered under this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information in the registration statement. We have omitted certain parts of the registration statement, as permitted by the rules and regulations of the SEC. For further information about us and our securities, please see the registration statement and our other filings with the SEC, including our annual, quarterly, and current reports and proxy statements.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon a request for such information in writing or by telephone, without charge, a copy of any or all of the information incorporated by reference into this prospectus. Any such request should be directed to:
Corporate Secretary
Flotek Industries, Inc.
8846 N. Sam Houston Parkway W.
Houston, Texas 77064
(713) 849-9911

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” certain information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must carefully review all of the SEC filings that we incorporate by reference to determine if any of the securities.statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. However, we undertake no obligation to update or revise any statements we make, except as required by law.
Any underwriter to whom securities are soldThis prospectus incorporates by us for public offeringreference the documents listed below and sale may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids in accordanceany filings we make with Regulation Mthe SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Over-allotment transactions involve sales byAct (in each case, other than those documents or the underwritersportions of those documents not deemed to be filed, including information furnished under Item 2.02 or Item 7.01 of Form 8-K and any corresponding information furnished with respect to such Items under Item 9.01 or as an exhibit) prior to the securities in excesstermination of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally soldcovered by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. These activities may cause the price of the securities to be higher than it would otherwise be. The underwriters will not be obligated to engage in any of the aforementioned transactions and may discontinue such transactions at any time without notice.
In compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offering pursuant to this prospectus and any applicable prospectus supplement.

supplement:
•the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 6, 2020;
•the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020;
•the Company’s Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on June 11, 2020;
•the Company’s Definitive Proxy Statement filed with the SEC on April 3, 2020 (to the extent the information therein is incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019);
•the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on June 12, 2020;
•the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the SEC on August 17, 2020;
•the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020;

•the Company’s Current Reports on Form 8-K, filed with the SEC on January 6, 2020, January 13, 2020, March 3, 2020, March 9, 2020, March 17, 2020, March 31, 2020, April 3, 2020, April 13, 2020, April 17, 2020, May 7, 2020, May 19, 2020, May 29, 2020, June 12, 2020, June 16, 2020, June 22, 2020, June 29, 2020, July 31, 2020, August 6, 2020, November 12, 2020 and November 17, 2020 (except, in each case, any information, including exhibits, furnished to the SEC pursuant Items 2.02 and 7.01); and
•the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-13270), filed with the SEC on December 26, 2007, including any amendment or report filed for the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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LEGAL MATTERS
The validity of theany securities offered infrom time to time by this prospectus and any related prospectus supplement will be passed upon for us by Andrews Kurth KenyonNorton Rose Fulbright US LLP, Houston, Texas. Certain matters with respect to Oklahoma law will be passed upon by Phillips Murrah P.C., Oklahoma City, Oklahoma. Certain matters with respect to Georgia law will be passed upon by Taylor English Duma LLP, Atlanta, Georgia. Any underwriterunderwriters, dealers, or agents will be advised about other issues relating to any offering by itstheir own legal counsel. If such counsel to underwriters passes on legal matters in connection with an offering of securities made by this prospectus, and a related prospectus supplement, that counsel will be named in the applicable prospectus supplement related to that offering.supplement.

28


EXPERTS
TheOur consolidated financial statements as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, and the effectiveness of internal control over financial reporting as of December 31, 2019, have been incorporated in this prospectus by reference herein in reliance upon the report (which report expresses an unqualified opinion on such consolidated financial statements, includes an explanatory paragraph relating to the Annual Reporta change in accounting principle, and expresses an adverse opinion on Form 10-K for the year ended December 31, 2016, have been audited by Hein & Associatesour internal control over financial reporting) of Moss Adams LLP, an independent registered public accounting firm, as stated in their reports incorporated by reference herein, and have been so incorporated in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing.


29













11,500,000Shares of Common Stock Offered by Selling Stockholders


image_01.jpg

FLOTEK INDUSTRIES, INC.



_______________________


PROSPECTUS

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November 30, 2020









PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
The following table setsSet forth below is an estimate (except in the costscase of the registration fee) of the amount of fees and expenses other than selling or underwriting discounts and commissions, to be incurred by us in connection with the issuance and distribution of the offered securities, being registered hereby. With the exceptionother than underwriting discounts and commissions. The selling stockholders will not bear any portion of the SEC registration fee, all fees and expenses set forth below are estimates.expenses.
SEC registration fee$40,565
Printing and engraving expenses*
Legal fees and expenses*
Transfer Agent and trustee fees and expenses*
Rating agency fees*
Accounting fees and expenses*
Miscellaneous*
Total$40,565
SEC Registration fee$2,672.40
FINRA filing fees*
EstimatedPrinting expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts*
Legal fees and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance*
Accounting fees and distribution of the securities being offered will be included in the applicable prospectus supplement.expenses*
Transfer agent’s fees and expenses*
Miscellaneous fees and expenses*
Total*

*These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.
Flotek Industries, Inc. and Delaware Corporate Guarantors
The Company is incorporated in the State of Delaware. Section 145(a)145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the rightrights of the corporation) by reason of the fact that thesuch person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, againstenterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.person. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCLstatute provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the


present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.
otherwise. Section 145(g) of the DGCL145 further provides that a corporation shall havehas the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
Section 145(j) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174for payments of the DGCLunlawful dividends or unlawful stock purchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit. In accordance with Section 102(b)(7) of the DGCL, each of (i) theour Amended and Restated Certificate of Incorporation, of Flotek Industries, Inc., as amended, (ii) the Certificate of Incorporation of Florida Chemical Company, Inc., as amended, (iii) the Certificate of Incorporation of Flotek International, Inc. and (iv) the Certificate of Incorporation of Teledrift Company, as amended, contains a provision that generally eliminates the personal liability of directors for monetary damages for breaches of their fiduciary duty, subject to the limitations of Section 102(b)(7).
The
II-1

Furthermore, our Amended and Restated BylawsCertificate of Flotek Industries, Inc., the Bylaws of Florida Chemical Company, Inc., the Bylaws of Flotek International, Inc.Incorporation, as amended, and the Bylaws of Teledrift Company eachour Second Amended and Restated Bylaws: (i) provide for (i)the indemnification of itsour directors officers and employees and agentsofficers to the fullest extent permitted by applicable law; (ii) provide that the right of its directors, officers, employees and agentsto indemnification includes the right to be paid or reimbursed by each respective Delaware corporationus for the reasonable expenses incurred in advance of a proceeding’s final disposition todisposition; (iii) provide that the fullest extent authorized by applicable law; (iii) the paymentCompany may pay or reimbursement ofreimburse expenses incurred by a director or officer in connection with their appearance as a witness or other participation in a proceeding at a time when they are not a named defendant or respondent in the proceeding; and (iv) provide that the Company may purchase of insurance by each respective Delaware corporationus to protect itus and any person who is or was serving as itsour director, officer, employee, or agent. Flotek Industries, Inc., Florida ChemicalThe Company Inc., Flotek International, Inc., and Teledrift Company each maintainmaintains insurance policies that provide coverage to their respective directors and officers against certain liabilities.
FC Pro, LLC
FC Pro, LLC is organized as a limited liability company under the laws of the State of Delaware. Under Section 18-108 of the Delaware Limited Liability Company Act, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
The Limited Liability Company Agreement of FC Pro, LLC provides that a member shall not be liable to FC Pro, LLC for any act or omission of such member. Furthermore, the members and any officer of FC Pro, LLC shall be indemnified by FC Pro, LLC


to the fullest extent permitted by the Delaware Limited Liability Company Act should such member or officer be a party to any proceeding by reason of the fact that such member or officer was a member or officer of FC Pro, LLC. FC Pro, LLC maintains an insurance policy that provides coverage to its officers, members and managers against certain liabilities.
Oklahoma Guarantors
CESI Manufacturing, LLC and Flotek Chemistry, LLC are organized as a limited liability companies under the laws of the State of Oklahoma. Section 2003 of the Oklahoma Limited Liability Company Act provides that an Oklahoma limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement. Section 2017 of the Oklahoma Limited Liability Company Act provides that the articles of organization or operating agreement of a Oklahoma limited liability company may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any fiduciary duty, and provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because the person is or was a member or manager, except that any such provisions may not limit or eliminate the liability of a manager for (1) any breach of the manager’s duty of loyalty to the limited liability company or its members; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) any transaction from which the manager derived an improper personal benefit.
The Limited Liability Company Operating Agreements of CESI Manufacturing, LLC and Flotek Chemistry, LLC respectively provide that CESI Manufacturing, LLC and Flotek Chemistry, LLC shall indemnify and advance expenses to any manager of the company for acts or deeds taken in his capacity as a manager of the company to the fullest extent permitted by the Oklahoma Limited Liability Company Act against any fines, settlements, penalties, judgments and reasonable expenses actually incurred as a result of any proceeding. A majority of the members of CESI Manufacturing, LLC and Flotek Chemistry, LLC, respectively, may also indemnify and advance expenses to officers or other employees or agents of the company to the extent of a manager’s indemnification under the Limited Liability Company Operating Agreements. CESI Manufacturing, LLC and Flotek Chemistry, LLC each maintain an insurance policy that provides coverage to its officers, members and managers against certain liabilities.
Texas Guarantors
Eclipse IOR Services, LLC, Flotek Ecuador Investments, LLC, Flotek Ecuador Management, LLC, Flotek Export, Inc., Flotek Hydralift, Inc., Flotek Paymaster Inc., FracMax Analytics, LLC, Material Translogistics, Inc., SiteLark LLC, Turbeco, Inc. and USA Petrovalve, Inc., are organized under the laws of the State of Texas.
The Texas Business Organizations Code (“TBOC”) governs each of the above listed Texas corporations and limited liability companies. Section 8.051 of the TBOC states that: (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
Section 8.052 of the TBOC states that: (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.
Section 8.101 of the TBOC states that: (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the


enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.
Section 8.102 of the TBOC states that: (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
Section 8.105(b) of the TBOC states that: An enterprise shall indemnify an officer to the same extent that indemnification is required under this chapter for a governing person.
The Bylaws of each of Flotek Export, Inc., Flotek Hydralift, Inc., Flotek Paymaster Inc., Material Translogistics, Inc., Turbeco, Inc. and USA Petrovalve, Inc. provide that each corporation may indemnify its directors and officers in any proceeding if it is determined that such director or officer (a) conducted himself in good faith; (b) reasonably believed that, in the case of conduct in his official capacity as a director or officer, that his conduct was in the best interests of the corporation, and otherwise that his conduct was at least not opposed to the best interests of the corporation and (c) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The Bylaws of each corporation provide that a director or officer may not be indemnified if (a) the director or officer is found to have received an improper personal benefit as a result of the conduct or (b) the director or officer is found liable to the corporation. Each of Flotek Export, Inc., Flotek Hydralift, Inc., Flotek Paymaster Inc., Material Translogistics, Inc., Turbeco, Inc. and USA Petrovalve, Inc. maintains an insurance policy that provides coverage to itsour directors and officers against certain liabilities.
The foregoing description of the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company’s Second Amended and Restated Company Agreement of Eclipse IOR Services, LLC,Bylaws, the Company Agreement of Flotek Ecuador Investments, LLC, the Company Agreement of Flotek Ecuador Management, LLC,DGCL, and agreements providing for indemnification is not intended to be exhaustive and is qualified in its entirety by reference to the Amended and Restated Company AgreementCertificate of FracMax Analytics, LLCIncorporation, as amended, the Second Amended and the Company Agreement of SiteLark LLC provide that each Texas limited liability company shall indemnify any manager of the company for acts or deeds taken in his capacityRestated Bylaws, such agreements, as a manager of the company to the fullest extent permitted by the Texas Business Organizations Code against any fines, settlements, penalties, judgments and reasonable expenses actually incurred as a result of any proceeding. A majority of the members each limited liability company may also indemnify officers or other employees or agents of that company to the extent of a manager’s indemnification under the limited liability company agreement, as applicable. Each of Eclipse IOR Services, LLC, Flotek Ecuador Investments, LLC and Flotek Ecuador Management, LLC, FracMax Analytics, LLC and SiteLark LLC maintains an insurance policy that provides coverage to its members, managers and officers against certain liabilities.
IPI Logistics, Inc.
IPI Logistics, Inc. is organized as a corporation under the laws of the State of Georgia. Subsection (a) of Section 14-2-851 of the Georgia Business Corporations Code (the “Georgia Code”) provides that a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual conducted himself or herself in good faith; and (2) such individual reasonably believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) in all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Code provides that a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connectionfiled with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 14-2-851 of the Georgia Code; or (2) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.
Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Georgia Code, a court shall order a corporation to indemnify or give an advance for expenses to a director if such court determines the director is entitled to indemnification under the


indemnification provisions of the Georgia Code or if it determines that in view of all relevant circumstances, that such indemnification or advance is fairSEC, and reasonable, even if the director has not met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Georgia Code, failed to comply with Section 14-2-853 of the Georgia Code or was adjudged liable in a proceeding referred to in paragraph (1) of (2) of subsection (d) of Section 14-2-851 of the Georgia Code, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred by the director in connection with the proceeding.
The bylaws of IPI Logistics, Inc. provide for (i) indemnification of its directors, officers and employees to the extent legally permissible, provided that no indemnification shall be provided for any such person with respect to any matter as to which he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation, and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding; and (ii) the right of its directors, officers, employees and agents to be paid or reimbursed for the reasonable expenses as governed by and consistent with applicable law. IPI Logistics, Inc. maintains insurance policies that provide coverage to its directors and officers against certain liabilities.
Georgia LLC Guarantors
International Polymerics, LLC is organized as a limited liability company under the laws of the State of Georgia. Section 306 of the Georgia Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however that no limited liability company shall have the power to indemnify any member or manager for any liability that may not be eliminated or limited by the articles of organization or a written operating agreement for (1) for intentional misconduct or a knowing violation of law, or (2) for any transaction for which the person received a personal benefit in violation or breach of any provision of a written operating agreement.statutory provisions.
The operating agreement of International Polymerics, LLC provides for (i) indemnification and/or advancement of expenses of its members, managers, officers and employees and agents, and those serving at the request of International Polymerics, LLC, to the fullest extent permitted by applicable law; and (ii) the purchase of insurance on behalf of any person who it or was a manager, member, employee, agent or other indemnified person against any liability asserted against him or incurred by him in such a capacity or arising out of his status as such a person. International Polymerics, LLC maintains an insurance policy that provides coverage to its members, managers and officers against certain liabilities.
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Item 16. Exhibits.
EXHIBIT INDEX
The following is a list of exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this registration statement.
Item 17.    Undertakings.
A.ExhibitThe undersigned registrants hereby undertake:
Description
(1)1.1*To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
Form of Underwriting Agreement
(a)2.1To include any prospectus required
Membership Interest Purchase Agreement, dated as of May 18, 2020, by section 10(a)(3) ofand between the Securities Act of 1933;
Company, JP3 Measurement, LLC, the Sellers party thereto, and John A. Cardwell, as Seller Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 19, 2020).
(b)3.1To reflect in
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the prospectus any facts or events arising afterCompany’s Quarterly Report on Form 10-Q for the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
quarter ended September 30, 2007).
(c)3.2To include any material information with respect
Certificate of Amendment to the planAmended and Restated Certificate of distribution not previously disclosedIncorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020).
3.4
Second Amended and Restated Bylaws, dated October 11, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 17, 2017).
4.1
Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001).
5.1**
Opinion of Norton Rose Fulbright US LLP
23.1**Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1)
23.2**
Consent of Independent Registered Public Accounting Firm (Moss Adams LLP)
24.1**Power of Attorney (included on the registration statement or any material change to such information in the registration statement;signature page hereto)
*    To be filed if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.
**    Filed herewith.
provided,

II-3

Item 17. Undertakings
(a)The undersigned registrant hereby undertakes:
(i)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(3)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that the undertakings set forth in paragraphs (A)(a)(1)(a)(i), (A)(a)(1)(b)(ii) and (A)(a)(1)(c)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(ii)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(iii)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(2)
(iv)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(a)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time    of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-4

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual or transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(d)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(a)Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a)Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(b)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by such undersigned registrants;
(c)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
(d)Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
B.The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.The undersigned registrants hereby undertake to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
D.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such


indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.
E.The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.



II-5

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.November 30, 2020.
FLOTEK INDUSTRIES, INC.
FLOTEK INDUSTRIES, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President, Chief Executive Officer and
Chairman of the Board

POWER OF ATTORNEY
By:    /s/ John W. Gibson, Jr.                
Name:    John W. Gibson, Jr.
Title:    President, Chief Executive Officer, and Chairman of the Board (Principle Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. ChisholmGibson, Jr. and H. Richard Walton,Nicholas J. Bigney, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including any and all post-effective amendments) to this registration statement on Form S-3 and any and all additional registration statementsstatement for the same offering filed pursuant to Rule 462(b) of462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each said attorney-in-fact and agentof them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or eitherany of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated belowand on August 1, 2017.
the dates indicated.
SignatureSIGNATURESTITLETitleDateDATE
/s/ JOHNJohn W. CHISHOLM
Gibson Jr.    
John W. Gibson, Jr.
President, Chief Executive Officer, and Chairman of the BoardAugust 1, 2017
John W. Chisholm(Principal (Principal Executive Officer)
/s/ H. RICHARD WALTONExecutive Vice President and Chief Financial OfficerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)
/s/ MICHELLE M. ADAMSDirectorAugust 1, 2017
Michelle M. Adams
/s/ TED D. BROWNDirectorAugust 1, 2017
Ted D. Brown
/s/ L. MELVIN COOPERDirectorAugust 1, 2017
L. Melvin Cooper
/s/ CARLA S. HARDYDirectorAugust 1, 2017
Carla S. Hardy
/s/ KENNETH T. HERNDirectorAugust 1, 2017
Kenneth T. Hern
November 30, 2020
/s/ L.V. “BUD” MCGUIRE
DirectorAugust 1, 2017
L.V. “Bud” McGuire
/s/ JOHN S. REILANDDirectorAugust 1, 2017
John S. Reiland



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
Michael E. Borton    
CESI MANUFACTURING, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
Michael E. Borton
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton(Principal Financial Officer and Principal Accounting Officer)November 30, 2020
/s/ Michelle M. Adams    
Michelle M. Adams
DirectorNovember 30, 2020
/s/ Harsha V. Agadi    
Harsha V. Agadi
DirectorNovember 30, 2020
/s/ Kevin W. Brown    
Kevin W. Brown
DirectorNovember 30, 2020
/s/ Ted D. Brown    
Ted D. Brown
DirectorNovember 30, 2020
/s/ Michael Fucci    
Michael Fucci
DirectorNovember 30, 2020
/s/ Paul W. Hobby    
Paul W. Hobby
DirectorNovember 30, 2020
/s/ David Nierenberg    
David Nierenberg
DirectorNovember 30, 2020


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
ECLIPSE IOR SERVICES, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FC PRO, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMChief Executive OfficerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial OfficerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)
FLORIDA CHEMICAL COMPANY, INC.Sole MemberAugust 1, 2017
/s/ JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer and Director


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLORIDA CHEMICAL COMPANY, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMChief Executive Officer and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)
/s/ JOSHUA A. SNIVELYPresident and DirectorAugust 1, 2017
Joshua A. Snively


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK CHEMISTRY, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK ECUADOR INVESTMENTS, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK ECUADOR MANAGEMENT, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK EXPORT, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK HYDRALIFT, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK INTERNATIONAL, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FLOTEK PAYMASTER, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
FRACMAX ANALYTICS, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
IPI LOGISTICS, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMChief Executive Officer and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
INTERNATIONAL POLYMERICS, LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMChief Executive Officer and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
MATERIAL TRANSLOGISTICS, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
SITELARK LLC
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMChief Executive Officer and ManagerAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and ManagerAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
TELEDRIFT COMPANY
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
TURBECO, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2017.
USA PETROVALVE, INC.
By:/s/    JOHN W. CHISHOLM
John W. Chisholm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Chisholm and H. Richard Walton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on August 1, 2017.
SignatureTitleDate
/s/ JOHN W. CHISHOLMPresident, Chief Executive Officer, and DirectorAugust 1, 2017
John W. Chisholm(Principal Executive Officer)
/s/ H. RICHARD WALTONChief Financial Officer and DirectorAugust 1, 2017
H. Richard Walton  (Principal Financial Officer and Principal Accounting Officer)




EXHIBITS
Exhibit
Number
Exhibit Title
1.1**Form of Underwriting Agreement for each of the securities registered hereby.
4.1
Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001).
4.2
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007).
4.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009).
4.4
Amended and Restated Bylaws, dated December 9, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 10, 2014).
4.5**Form of Certificate of Designations of Preferred Stock of Registrant.
4.6*Form of Senior Indenture (including form of senior debt security).
4.7*Form of Subordinated Indenture (including form of subordinated debt security).
4.8**Form of Warrant Agreement (including form of warrant certificate).
4.9**Form of Unit Agreement (including form of unit certificate).
5.1*Opinion of Andrews Kurth Kenyon LLP regarding legality of the securities being registered by the Company.
5.2*Opinion of Phillips Murrah P.C. regarding the legality of the securities being registered by the Company with respect to Oklahoma law.
5.3*Opinion of Taylor English Duma LLP regarding the legality of the securities being registered by the Company with respect to Georgia law.
8.1**Opinion of Andrew Kurth Kenyon LLP regarding material U.S. federal income tax matters.
12.1*Computation of ratio of earnings to fixed charges for the six months ended June 30, 2017 and each of the five years ended December 31, 2016, 2015, 2014, 2013, and 2012.
23.1*Consent of Hein & Associates LLP.
23.2*Consent of Andrews Kurth Kenyon LLP (included in Exhibit 5.1).
23.3*Consent of Phillips Murrah P.C. (included in Exhibit 5.2).
23.4*Consent of Taylor English Duma LLP (included in Exhibit 5.3).
24.1*Powers of Attorney (included in Part II as part of the signature pages of the Registration Statement).
25.1*Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 regarding the Senior Debt Securities.
25.2*Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 regarding the Subordinated Debt Securities.
*Filed herewith.
**To be filed by amendment or as an exhibit to Current Report on Form 8-K filed at a later date in connection with a specific offering.