Group 1 - Kelso Technologies Inc. has appointed Frank Busch as the permanent Chief Executive Officer after serving as interim CEO since July 2024 [1][2] - The Board of Directors unanimously agreed on the appointment, highlighting Busch's effective leadership during his interim tenure [2] - Busch expressed his commitment to executing the company's strategic plan and achieving growth objectives while managing resources effectively [2] Group 2 - Kelso Technologies specializes in transportation equipment, focusing on proprietary products for rail and automotive sectors [3] - The company is recognized for its high-quality rail tank car valves that ensure safe handling of commodities during transport [3] - Kelso's automotive division has developed an automated suspension-based Advanced Driver Assistance System for critical wilderness operations [3] - The company's innovation aims to enhance public safety and reduce risks associated with human and technology errors [3] Group 3 - Kelso Technologies is preparing to present its FY2025 outlook in the coming weeks, indicating a focus on future growth and strategic initiatives [2]

Company Leadership - Kelso Technologies Inc. has appointed Frank Busch as the permanent Chief Executive Officer after serving as interim CEO since July 2024 [1][2] - The Board of Directors unanimously agreed on this appointment, highlighting Busch's effective leadership during his interim period [2] Strategic Vision - Frank Busch expressed his commitment to executing the company's strategic plan and achieving growth objectives, emphasizing careful resource management and positioning for future opportunities [2] - The company is preparing to present its FY2025 outlook in the coming weeks, indicating a focus on future growth and performance [2] Company Overview - Kelso Technologies is a diverse transportation equipment company specializing in proprietary products for rail and automotive transportation [3] - The company designs and supplies high-quality rail tank car valves for safe handling of commodities and has developed an automated suspension-based Advanced Driver Assistance System for commercial operations [3] - Kelso's products aim to enhance public safety, worker well-being, and minimize environmental harm while providing operational advantages [3]

Core Viewpoint - Kelso Technologies Inc. reported a 20% decrease in revenue for Q3-2024, resulting in a net loss, but showed improvement in expense management compared to the previous quarter [2][4][5]. Financial Performance - Q3-2024 revenue was $2.52 million, down from $3.14 million in Q3-2023, with a net loss of $361,800, an improvement from a net loss of $544,927 in Q2-2024 [2][3]. - Gross profit margin remained above industry average at 44%, slightly down from 45% in Q3-2023 [2][3]. - Adjusted EBITDA loss for Q3-2024 was $(297,751), compared to $(36,142) in Q3-2023 [3]. Liquidity and Capital Resources - As of September 30, 2024, working capital was $3.13 million, down from $5.03 million at the end of 2023 [4][5]. - Cash on hand decreased to $410,416 from $1.43 million at December 31, 2023 [4][5]. - Total assets were $9.62 million, slightly down from $9.70 million at the end of 2023 [5]. Management and Strategic Focus - New management appointments include Frank Busch as interim CEO and Sameer Uplenchwar as CFO, focusing on cost control and expense reduction [2][3]. - The company is undergoing a strategic reorganization to improve financial outlook while maintaining production capabilities [8]. - A strategic review of the KXI HD system is ongoing to maximize shareholder value [2][8]. Market Outlook - The company anticipates a challenging market for tank car demand, with expected deliveries of approximately 8,400 units in 2024 and 8,000 units in 2025 [9]. - Positive growth is forecasted for 2026 and 2027, with deliveries expected to increase to 9,350 units and 13,000 units respectively [9]. - Full AAR approval of the pressure car package is crucial for new revenue growth, with specialized angle valves nearing completion of the approval process [10][11].

Core Points - Kelso Technologies Inc. announced the retirement of CEO James R. Bond effective July 9, 2024, with Frank Busch appointed as interim CEO [2] - Frank Busch has been a director since February 2020 and has extensive experience in finance and leadership [5] - The company specializes in the design and production of proprietary service equipment for transportation applications, particularly rail tank car valve equipment [3] Group 1 - The company is focused on ensuring a smooth transition in leadership without disrupting existing operations [1] - Frank Busch will engage with stakeholders and review the company's market outlook and strategic planning [1][2] - The Board of Directors expressed gratitude for Mr. Bond's years of service [2] Group 2 - Kelso Technologies is recognized for its high-quality products that enhance safety and reduce environmental risks during the transport of hazardous and non-hazardous commodities [3] - The company aims to provide economic and operational advantages to its customers [3]

Group 1 - Mr. James R. Bond, the CEO and President of Kelso Technologies Inc., has announced his retirement effective July 9, 2024, and Mr. Frank Busch has been appointed as the interim CEO [5] - Mr. Busch has been a director of the Company since February 11, 2020, and is also the Chair of the Audit and Finance Committee [1] - Mr. Busch plans to reach out to stakeholders in the coming weeks to review the company's market outlook and strategic planning [2] Group 2 - Kelso Technologies is a diverse product development company specializing in the design, engineering, production, and distribution of proprietary service equipment for transportation applications [3] - The Company is recognized for its high-quality rail tank car valve equipment, which ensures safe handling and containment of hazardous and non-hazardous commodities during transport [3] - Kelso's products are designed to provide economic and operational advantages while minimizing human error and environmental impact [3]

Core Points - The omnibus equity incentive plan and various stock options were not approved by shareholders, with significant opposition reflected in the voting results [1] - The number of directors to be elected was set at six, receiving strong support from shareholders [2] - A total of 26,741,861 common shares were voted, representing 49.12% of the outstanding shares [4] - James R. Bond, the President and CEO, received less than majority support and has tendered his resignation as a director [11] - The reappointment of Smythe, LLP as auditors was approved with a high level of support [5] Voting Results - The omnibus equity incentive plan received 24.54% For and 75.46% Against [1] - The unallocated stock options plan received 25.07% For and 74.93% Against [1] - The unallocated restricted share units plan received 25.07% For and 74.93% Against [1] - The unallocated deferred share units plan received 25.03% For and 74.97% Against [1] - The election of directors showed James R. Bond with 31.92% For and 68.08% Withheld, while other nominees received higher support [18] Company Overview - Kelso Technologies Inc. specializes in the design, engineering, production, and distribution of proprietary service equipment for transportation applications, particularly in rail tank car valve equipment [14]

Core Points - The Annual General and Special Meeting of Kelso Technologies Inc. was held on June 6, 2024, with 49.12% of the common shares voted [5] - The shareholders elected six directors, with James R. Bond receiving only 31.92% support, leading to his resignation tender [6][7][13] - The shareholders approved the reappointment of Smythe, LLP as auditors with 89.30% in favor [2] - Several equity incentive plans were not approved, including the omnibus equity incentive plan (24.54% for), unallocated stock options (25.07% for), and unallocated restricted share units (25.07% for) [8][15] Voting Results - A total of 26,741,861 common shares were voted out of 54,443,422 outstanding shares [1] - The number of directors was set to six, with 82.54% in favor [6] - The voting results for individual directors were as follows: - James R. Bond: 31.92% for, 68.08% withheld - Anthony Andrukaitis: 72.97% for, 27.03% withheld - Paul Cass: 82.89% for, 17.11% withheld - Laura Roach: 75.75% for, 24.25% withheld - Jesse V. Crews: 75.98% for, 24.02% withheld - Frank Busch: 75.98% for, 24.02% withheld [13][14] Company Overview - Kelso Technologies Inc. specializes in the design, engineering, production, and distribution of proprietary service equipment for transportation applications, particularly in rail tank car valve equipment [17]

Financial Performance - For the three months ended March 31, 2024, the company reported revenues of $2,652,604, an increase from $2,459,958 in the same period of 2023, representing an 8% growth [3] - Gross profit for the same period was $1,109,826, slightly up from $1,086,568, with a gross profit margin of 42%, down from 44% [3] - The company recorded a net loss of $698,759, an improvement from a loss of $786,677 in the prior year [3] - Adjusted EBITDA loss improved to $(158,616) from $(531,618) year-over-year [3] Liquidity and Capital Resources - As of March 31, 2024, the company had cash on deposit of $1,066,089, down from $1,433,838 at the end of 2023 [6] - Accounts receivable decreased to $939,641 from $1,065,411, while inventory increased to $3,824,083 from $3,376,005 [6] - The working capital position was $4,023,140, down from $5,026,580 at the end of 2023 [7] - Total assets increased to $10,207,748 from $9,703,271, while net assets decreased to $8,021,489 from $8,720,248 [8] Industry Outlook - The rail tank car industry is expected to experience slow growth, with deliveries aligning with replacement demand levels [11] - Tank car deliveries are forecasted to range from 7,000 to 10,000 units in 2024, continuing at this level through 2025 [13] - The company aims to secure full AAR approvals for its rail pressure car products in 2024, which is crucial for revenue growth [9][15] - The company is positioned to service the rail tank car market, which consists of approximately 86,000 tank cars, presenting a significant financial growth opportunity [15] Automotive Innovations - The company is developing an Advanced Driver-Assistance System (ADAS) designed for commercial wilderness travel, with a focus on safety and operational efficiency [16][19] - A pilot production facility has been established to convert heavy-duty vehicles using proprietary technologies, expected to generate approximately $25 million in annual revenue starting in early 2025 [21][24] - The company aims to lead in the ADAS market for no-road environments, targeting a global market projected to reach $80 billion by 2030 [20]

[Notice of Annual General and Special Meeting](index=1&type=section&id=Notice%20of%20Annual%20General%20and%20Special%20Meeting) This section outlines the key information regarding the company's upcoming Annual General and Special Meeting [Meeting and Record Date Information](index=1&type=section&id=Meeting%20and%20Record%20Date%20Information) Kelso Technologies Inc. will hold its Annual General and Special Meeting on June 6, 2024, in Vancouver, B.C. The record date for notice, voting, and beneficial ownership determination is set for April 29, 2024 Meeting and Record Date Summary | Detail | Date / Location | | :--- | :--- | | Meeting Type | Annual General and Special Meeting | | Meeting Date | June 06, 2024 | | Meeting Location | Vancouver, B.C. | | Record Date for Notice | April 29, 2024 | | Record Date for Voting | April 29, 2024 | | Beneficial Ownership Determination Date | April 29, 2024 | [Proxy Material Distribution](index=1&type=section&id=Proxy%20Material%20Distribution) The company will directly send proxy-related materials to Non-Objecting Beneficial Owners (NOBOs) and will cover the costs for delivery to Objecting Beneficial Owners (OBOs). The Notice and Access (NAA) process will not be utilized for either beneficial or registered holders - The issuer will directly send proxy materials to NOBOs and pay for delivery to OBOs[1](index=1&type=chunk) - The Notice and Access (NAA) mechanism will not be used for beneficial or registered shareholders[1](index=1&type=chunk) [Voting Security Details](index=1&type=section&id=Voting%20Security%20Details) The securities eligible for voting at the meeting are the Common Shares of Kelso Technologies Inc., identified by CUSIP number 48826D201 and ISIN CA48826D2014 Voting Security Identifiers | Security Detail | Identifier | | :--- | :--- | | Description | COMMON SHARES | | CUSIP Number | 48826D201 | | ISIN | CA48826D2014 |

Financial Performance - The Company's unaudited revenues for the quarter ended December 31, 2023, were $3,069,359, showing a decrease from $3,138,137 in the previous quarter[78]. - The Company's revenues for the year ended December 31, 2023, were $10,819,916, a decrease of 1% compared to $10,931,188 in 2022, following a 47% increase in 2022 after a 33% decline in 2021[131][135]. - The Company's net loss for the quarter ended December 31, 2023, was $(165,368), compared to a loss of $(66,174) in the prior quarter[79]. - The net loss for the year ended December 31, 2023 was $2,101,886, or $0.04 per share, compared to a net loss of $1,355,417, or $0.02 per share, in 2022[213]. - Gross profit margin for 2023 was 42%, down from 45% in 2022, attributed to inflationary pressures and higher raw material costs[214]. - Total operational expenses decreased slightly to $5,876,383 in 2023 from $6,126,992 in 2022, aligning with management's expectations[215]. - Cash reserves decreased to $1,433,838 as of December 31, 2023, down from $2,712,446 in 2022[206]. - Total assets decreased to $9,703,271 in 2023 from $12,147,143 in 2022, reflecting ongoing market challenges[206]. Working Capital and Financial Position - The Company had a positive working capital of $5,026,580 as of December 31, 2023, but may face working capital deficits in the future[47]. - The Company's working capital as of December 31, 2023, was $5,026,580, which includes $3,376,005 in inventories for future deliveries[137]. - Kelso's working capital was $5,026,580 as of December 31, 2023, with no interest-bearing long-term debt[117]. - The Company’s working capital was reported at $8,670,165 as of December 31, 2021, indicating a strong financial position[88]. Revenue Growth and Market Demand - The Company reported a 47% increase in sales in 2022 compared to 2021, with a total of 4,609 valves (47% of total production) provided for new tank car production[89]. - Industry analysts project new tank car demand to reach 8,290 tank cars in 2023, with significant re-qualifications planned for 135,000 tank cars delivered between 2012 and 2017[159]. - The K2AV angle valve is expected to generate multi-million-dollar revenues as oil refiners specify more units, with approximately 85,000 pressure tank cars utilizing three K2AV units each[93]. - The average revenue per tank car is projected to increase from $1,500 to over $10,000 following full AAR approval of the pressure car package[107]. Research and Development - The Company invests in R&D for new products in rail/road tank cars and automotive suspension technologies, focusing on long-term growth[43]. - The Company has made significant progress in R&D for new products, although timing for regulatory approvals remains unpredictable[115]. - The ongoing research and development of the KXI Suspension System is a significant focus for future revenue growth[229]. - The KXI HD prototype is expected to enter pilot production in early 2024, targeting a larger commercial market opportunity for heavy-duty vehicles[165]. - The KXI HD project aims to enhance vehicle performance in extreme terrains, focusing on improved traction and balance for commercial wilderness and disaster response operations[166]. - The KXI Wildertec™ Software Division filed a patent application for its Automated Traction Optimization Method, positioning the Company for future growth in the ADAS market[111]. Risks and Challenges - The Company is dependent on three major Original Equipment Manufacturer (OEM) customers for a significant portion of its revenue, which poses a risk if any of these customers are lost[55]. - The Company may face shortages of parts and raw materials, which could negatively impact business development and revenues[57]. - The Company’s products are subject to price fluctuations in raw materials like steel and rubber, which could affect profitability[62]. - The Company has faced supply chain issues due to COVID-19, impacting the completion timeline of its prototype[86]. - The Company has obtained patents for its external constant force spring pressure relief valves and other products, but faces risks related to intellectual property protection[41]. Strategic Initiatives - The Company aims to obtain full AAR approvals for its rail pressure car products in 2024, which is crucial for sustainable financial growth[104]. - The Company aims to diversify its business risks by pursuing non-rail market opportunities, including the development of the KXI™ Wildertec™ Suspension System[141][142]. - The Company is focusing on developing application agreements for KXI Wildertec technologies in sectors such as firefighting, medical operations, and emergency response[178]. - The Company has extended the contracts of its senior executives until June 30, 2024, which is critical for maintaining operational stability[63]. - The Company plans to voluntarily delist from the NYSE American due to low share prices and the costs associated with maintaining a dual listing[72]. Operational Insights - The Company completed a private placement in March 2021, raising gross proceeds of CAD $6,370,000 by issuing 7,000,000 units at CAD $0.91 per unit[82]. - The Company has distributed over 89,000 valves since 2012, generating more than $137 million in revenues[156]. - The Phase-One production facility is expected to generate approximately $25 million in annual revenue starting in late 2024, with potential to scale to over $100 million[122]. - The Company has engaged military and automotive OEM suppliers to support R&D schedules for the KXI HD project, enhancing its technological capabilities[165].