Current Report Filing (8-k)
December 22 2022 - 04:01PM
Edgar (US Regulatory)
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2022-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
December 16, 2022
INTERLINK ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
001-37659 |
77-0056625 |
(State or Other
Jurisdiction |
(Commission |
(IRS
Employer |
of
Incorporation) |
File Number) |
Identification
No.) |
|
1 Jenner,
Suite 200 |
|
|
Irvine,
California |
92618 |
|
(Address of Principal
Executive Offices) |
(Zip Code) |
(805)
484-8855
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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, $0.001 par value |
|
LINK |
|
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. ¨
|
Item 1.01 |
Entry into a Material Definitive
Agreement. |
Reference is made to the description of the Purchase Agreement
under Item 2.01 of this Current Report on Form 8-K (this
“Report”), which description is incorporated by reference into this
Item 1.01.
|
Item 2.01 |
Completion of Acquisition or
Disposition of Assets. |
On December 16, 2022, Interlink Electronics, Inc., a
Nevada corporation (“Interlink” or the “Company”), acquired all of
the assets of SPEC Sensors, LLC, a Delaware limited liability
company (“SPEC”), and KWJ Engineering, Inc., a California
corporation (“KWJ”) (collectively, “SPEC/KWJ”), two
industry-leading designers and manufacturers of gas, air and
environmental quality sensors, pursuant to an Asset Purchase
Agreement, dated as of December 16, 2022 (the “Purchase
Agreement”), by and among the Company, SPEC/KWJ and the equity
holders of SPEC and KWJ (the “Transaction”). The Purchase Agreement
contains customary representations, warranties and covenants,
including non-competition covenants.
Under the terms of the Purchase Agreement, the purchase price for
both companies’ assets is $2,269,000, of which $1,519,000 was paid
at closing, $375,000 was paid into escrow subject to a 90-day
purchase price adjustment process, and $375,000 was paid into
escrow to be available to satisfy claims, if any, made by the
Company for breaches of representations and warranties by SPEC/KWJ.
The purchase price is subject to adjustment based on the extent if
any to which the combined companies’ net working capital at closing
is more or less than $1,350,000.
The foregoing description of the Purchase Agreement and the
Transaction does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, a copy of which is
filed as Exhibit 2.1 hereto and is incorporated herein by
reference. The representations, warranties, and covenants made by
the parties in the Purchase Agreement: (a) were made solely
for the benefit of the parties to the Purchase Agreement;
(b) are subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosure
schedules; (c) may have been made for the purposes of
allocating contractual risk between the parties to the Purchase
Agreement instead of establishing matters as facts; and
(d) are subject to the standards of materiality applicable to
the contracting parties that may differ from those applicable to
investors. Investors should not rely on any representations,
warranties, or covenants contained in the Purchase Agreement, or
any descriptions thereof, as characterizations of the actual state
of facts or conditions of Interlink, SPEC/KWJ, the members of SPEC,
the shareholders of KWJ, or any of their respective subsidiaries or
affiliates. Information concerning the subject matter of any such
representations, warranties, and covenants may change after the
date of the Purchase Agreement. Accordingly, investors should read
the representations and warranties in the Purchase Agreement not in
isolation, but only in conjunction with the other information about
the Company that it includes in reports, statements, and other
filings it makes with the Securities and Exchange Commission.
|
Item 7.01 |
Regulation F-D
Disclosure. |
On December 19, 2022, the Company issued a press release
announcing entry into the Purchase Agreement and the Transaction
described in Item 2.01 of this Report. A copy of the press release
is furnished as Exhibit 99.1 to this Report and is
incorporated by reference herein. The information in such press
release shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
|
Item 9.01 |
Financial Statements and
Exhibits. |
|
(a) |
Financial statements
of businesses or funds acquired. |
The financial statements required by Item 9.01(a) of
Form 8-K are not included in this Report . The Company will
file these financial statements by an amendment to this Report
within the period permitted by Item 9.01(a).
|
(b) |
Pro forma financial
information. |
The pro forma financial information required by Item
9.01(b) of Form 8-K is not included in this Report . The
Company will file this pro forma financial information by an
amendment to this Report within the period permitted by Item
9.01(b).
|
* |
Schedules and exhibits omitted pursuant to Item
601(b)(2) of Regulation S-K. Interlink will furnish
supplementally a copy of any omitted schedule or exhibit to the SEC
upon request. Interlink may request confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, for any schedules or exhibits so furnished. |
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 hereunto duly authorized.
Date:
December 22, 2022 |
INTERLINK
ELECTRONICS, INC. |
|
|
|
|
|
|
By: |
/s/
Ryan J. Hoffman |
|
|
Ryan
J. Hoffman |
|
|
Chief
Financial Officer |
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