LINK Interlink Electronics Inc

On March 17, 2023, Interlink Electronics, Inc., a Nevada corporation (“Interlink” or the “Company”), acquired all of the outstanding shares in Calman Technology Limited, a corporation organized under the laws of the United Kingdom (“Calman”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”) by and among the Company and the shareholders of Calman (the “Transaction”). Calman, based outside Glasgow, Scotland, has over 25 years of experience in the design and manufacture of membrane keypads, graphic overlays and printed electronics. The Purchase Agreement contains customary representations, warranties and covenants, including non-competition covenants on the part of the sellers, who will continue to be employed by Calman.

Under the terms of the Purchase Agreement, the purchase price is GB£4,127,000 (approximately $4,998,000), of which GB£3,627,000 (approximately $4,392,000) was paid at closing and the balance is being held back for up to nine months against claims for breaches of representations and warranties (subject to certain deductibles and caps). The purchase price is subject to adjustment based on the extent if any to which Calman’s net working capital is more or less than GB£600,000 (approximately $727,000).

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, Calman, the sellers 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.