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): January 30, 2023
Electro-Sensors, Inc.
(Exact name of Registrant as Specified in its Charter)
| | | Minnesota | | |
(State Or Other Jurisdiction Of Incorporation) |
| | | | | |
| 000-09587 | | | | 41-0943459 |
| (Commission File Number) | | | | (I.R.S. Employer Identification No.) |
| | | | | |
| 6111 Blue Circle Drive | | | | |
| Minnetonka, MN | | | | 55343-9108 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | | |
| | | (952) 930-0100 | | |
| Registrant’s Telephone Number, Including Area Code |
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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| | |
| Securities registered pursuant to Section 12(b) of the Act |
| | | |
| Title of Each Class | Trading Symbol | Name of each exchange on which registered |
| Common Stock | ELSE | The Nasdaq Capital 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement |
| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on June 10, 2022, Electro-Sensors, Inc. ("ELSE" or "Electro-Sensors") entered into an Agreement and Plan of Merger (the "Merger Agreement" with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the "Merger Sub"), and Mobile X Global, Inc., a Delaware corporation ("Mobile X") pursuant to which Merger Sub would merge with and into Mobile X, with Mobile X surviving the merger as a wholly owned subsidiary of ELSE.
On January 30, 2023, Electro-Sensors and Mobile X entered into an agreement to terminate the Merger Agreement (the "Mutual Termination Agreement") effective as of that date. The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with the execution of the Mutual Termination Agreement, the (i) Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Electro-Sensors and (ii) the Mobile X Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Mobile X were automatically terminated.
On January 30, 2023, Electro-Sensors issued a press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The January 30, 2023 press release also disclosed that effective following the termination of the Merger Agreement, the Electro-Sensors board established a board special committee consisting of Chairman Joseph Marino, President David Klenk, and Audit Committee Chair Scott Gabbard, and authorized this committee to explore and pursue business development and other strategic alternatives for Electro-Sensors.
| Item 9.01 | Financial Statements and Exhibits. |
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, thereunto duly authorized.
| | ELECTRO-SENSORS, INC. |
| | | |
| | By: | /s/ David L. Klenk |
| | | David L. Klenk, Chief Executive Officer and Chief Financial Officer |
Date: January 31, 2023
