On August 5, 2019, Profire Energy, Inc., a Nevada corporation (the “Company”), entered into Membership Interest Purchase Agreement (the “MIPA”) with Dustin Baker and Brant Baker (the “Sellers”) to acquire all of the outstanding membership interests of Midflow Services, LLC, an Ohio limited liability company (“Midflow”). The Agreement contains customary representations, warranties, covenants and indemnification provisions. The transaction closed concurrently with the signing of the Agreement on August 5, 2019. As a result of the transaction, Midflow became the Company’s wholly owned subsidiary.

The Company paid a total purchase price of $3.4 million of which $1.9 million was paid in cash to the Sellers at closing, $500,000 has been placed in a one-year escrow to secure the Sellers’ post-closing obligations to the Company, and $1 million was paid in restricted shares of the Company’s common stock issued to the Sellers (calculated based on the common stock’s closing price on August 2, 2019). The purchase price also is subject to adjustment based on Midflow’s working capital at closing.

The foregoing description of the MIPA does not purport to be complete and is qualified in its entirety by the full text of the MIPA, a copy of which will be filed in the time period prescribed by the rules of the Securities and Exchange Commission.

On August 6, 2019 the Company issued a press release announcing the MIPA and the transactions contemplated therein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

PROFIRE ENERGY INC Exhibit
EX-99.1 2 midflowacquistiion_aug2019.htm EXHIBIT 99.1 Exhibit     Profire Energy Announces the Acquisition of Midflow Services,…
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About PROFIRE ENERGY, INC. (NASDAQ:PFIE)

Profire Energy, Inc. is an oilfield technology company. The Company is primarily engaged in the business of developing combustion management technologies for the oil and gas industry. It specializes in the creation of burner-management systems, used on a range of oilfield natural-draft fire tube vessels. It offers burner-management systems, which help to ignite, monitor and manage the burner flame. Its solution, the PF3100, helps manage and synchronize custom applications helping oilfield producers meet deadlines through an off-the-shelf solution with dynamic customization. It also sells complementary oilfield products. Such products help manage fuel flow (such as valves and fuel trains), meter air flow (such as airplates), generate power on-site (such as solar packages), ignite and direct flame (such as flare stack igniter and nozzles), and other functions. In addition to the burner-management systems and complementary technologies, it also offers chemical-management systems.