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  • 8-K/A Filing

AeroVironment (AVAV) 8-K/AFinancial Statements and Exhibits

Filed: 30 Apr 21, 4:27pm
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    SEC
    • 8-K/A Current report
    • 23.1 Consent of experts and counsel
    • 99.1 Additional exhibits
    • 99.2 Additional exhibits
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    ​

    ​

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K/A

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): February 19, 2021

     

    AEROVIRONMENT, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware

     

    001-33261

     

    95-2705790

    (State or other jurisdiction of

     

    (Commission File Number)

     

    (I.R.S. Employer Identification No.)

    incorporation or organization)

     

     

     

     

    ​

    900 Innovators Way

     

     

    Simi Valley, California

     

    93065

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s telephone number, including area code: (805) 581-2187

    ​

    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 (see General Instruction A.2. below):

     

    ☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

     Securities registered pursuant to Section 12(b) of the Act:

    ​

    ​

    Title of each class

    ​

    Trading Symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.0001 par value

    ​

    AVAV

    The NASDAQ Stock Market LLC

    ​

    Indicate by check mark whether the registrant is an emerging growth company 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. ☐  

    ​

    ​

    ​

    ​

    Explanatory Note:

    ​

    On February 22, 2021, AeroVironment, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to announce the Company closed its acquisition of Arcturus UAV, Inc. (“Arcturus UAV”) pursuant to its previously announced Stock Purchase Agreement with Arcturus UAV and each of the shareholders and other equity interest holders of Arcturus UAV to purchase 100% of the issued and outstanding equity of Arcturus UAV (the “Acquisition”).

    This Amendment No. 1 to the Original Report is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K, and should be read in conjunction with the Original Report.

    The pro forma financial information gives effect to certain pro forma events related to the Acquisition and related transactions, and has been presented for informational purposes only. It does not purport to present the actual or project the future financial position or operating results of the Company following the Acquisition.

    Item 9.01. Financial Statements and Exhibits

    ​

    (a)

    Financial Statements of Businesses Acquired

    The audited consolidated financial statements of Arcturus UAV, Inc., as of and for the year then ended December 31, 2020.

    (b)

    Pro Forma Financial Information

    The pro forma financial information of AeroVironment, Inc. reflecting the acquisition of Arcturus UAV, Inc.

    (d) Exhibits

    Exhibit

     

     

    Number

     

    Description

    23.1

     

    Consent of Baker Tilly US, LLP, independent registered public accounting firm

    99.1

     

    Audited consolidated financial statements of Arcturus UAV, Inc., as of and for the year then ended December 31, 2020.

    99.2

     

    Unaudited pro forma condensed combined financial information as of and for the nine months ended January 30, 2021 and for the year ended April 30, 2020.

    104

    ​

    Cover Page Interactive Data File (embedded within the Inline XBRL document)

    ​

    ​

    ​

    SIGNATURE

    ​

    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.

    ​

     

    AEROVIRONMENT, INC.

     

     

     

     

     

     

    Date: April 30, 2021

    By:

    /s/ Wahid Nawabi

     

     

    Wahid Nawabi

     

     

    President and Chief Executive Officer

    ​

    ​

    ​

    ​

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