On August 12, 2009, Flotek Industries, Inc. (the "Company") closed its previously announced private placement transaction with certain accredited investors, pursuant to which such investors purchased an aggregate of 16,000 units (the "Units") at a purchase price of $1,000 per Unit, yielding aggregate gross proceeds to the Company of $16,000,000. Each Unit is comprised of (i) one share of cumulative redeemable convertible preferred stock of the Company (the "Preferred Stock"), (ii) warrants to purchase up to 155 shares of common stock of the Company (the "Common Stock") at an exercise price of $2.31 per share (the "Exercisable Warrants") and (iii) contingent warrants to purchase up to 500 shares of Common Stock of the Company at an exercise price of $2.45 per share (the "Contingent Warrants" and together with the Exercisable Warrants, the "Warrants"). The Company intends to use the net proceeds to repay indebtedness outstanding under its bank credit facility and for general corporate purposes. The terms of the conversion of the Preferred Stock and exercise of the Warrants are described in Item 1.01 of the Company's Current Report on Form 8-K dated August 12, 2009, and such information is incorporated into this Item 3.02 by reference.

The offer and sale of the securities was made in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof and Regulation D promulgated thereunder.

In anticipation of the closing of the private placement transaction with certain accredited investors, on August 11, 2009, the Company filed with the Delaware Secretary of State a Certificate of Designations of Series A Cumulative Convertible Preferred Stock which set forth the terms of the Preferred Stock. The terms of the Preferred Stock are described in Item 1.01 of the Company's Current Report on Form 8-K dated August 12, 2009, and such information is incorporated into this Item 5.03 by reference.

As described above, the Company closed its previously announced private placement of Preferred Stock and Warrants on August 12, 2009. A copy of the press release announcing the closing of the private placement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit Number                                 Description
3.1                    Certificate of Designations of Series A Cumulative
                       Convertible Preferred Stock
4.1                    Form of Exercisable Warrant
4.2                    Form of Contingent Warrant
99.1                   Press Release regarding closing of private placement dated
                       as of August 13, 2009