UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2017

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 849-9911

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On May 2, 2017, Flotek Industries, Inc. (the “Company”) and certain of its affiliates entered into an Asset Purchase Agreement (the “Purchase Agreement”) with National Oilwell Varco, L.P. and certain of its affiliates (collectively, “NOV”) to sell substantially all of the assets and transfer certain specified liabilities and obligations of the Company’s Drilling Technologies segment to NOV. Pursuant to the Purchase Agreement, NOV will pay $17.0 million in cash consideration (subject to normal working capital adjustments), with $1.5 million held back by NOV for up to 18 months to satisfy potential indemnification claims. The Purchase Agreement contains customary covenants, representations and warranties and indemnification of the parties. Closing is expected to occur in May 2017.

On May 2, 2017, the Company issued a press release to announce its entry into the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Exchange Act of 1933, as amended, except as otherwise expressly stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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