LRAD Corporation (NASDAQ:LRAD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Acquisition of Genasys Holding S.L.
On January 18, 2018, LRAD Corporation (the “Company” or “we”) entered into and closed the transactions contemplated by the definitive stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Genasys Holding S.L., a limited liability company organized under the laws of Spain (“Genasys”), the stockholders of Genasys (“Stockholders”) and other parties signatory thereto to acquire all of the issued and outstanding capital stock of Genasys for €1,900,000 in cash (the “Purchase Price”), subject to adjustment, as provided in the Stock Purchase Agreement (the “Acquisition”). In connection with completing the Acquisition, the Company also agreed to repay loans from certain Stockholders to Genasys in an aggregate amount of approximately €364,920. Of the Purchase Price, €150,000 was held back by the Company in escrow to satisfy any negative working capital adjustments. The Company funded the Acquisition with available cash on hand. The Stock Purchase Agreement contains customary representations, warranties and covenants by Genasys, as well as customary indemnification provisions among the parties. Post-closing covenants include covenants by certain Stockholders to refrain from, among other things, solicitation of employees for a period of twelve months, solicitation of or interference with customers and business of Genasys and from other certain competitive activities for a period of three years, and requires them to maintain the confidentiality of, and not use, confidential information relating to the acquired business.
Prior to the transactions described in this Current Report on Form 8-K, there were no material relationships between the Company or Genasys or any affiliate of Genasys and the Company, other than pertaining to the Acquisition.
The foregoing summary of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the definitive agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Stock Purchase Agreement is filed as an exhibit to this report in order to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about the Company or any of the other parties thereto. In particular, the assertions embodied in the representations and warranties contained in the Stock Purchase Agreement are given only as of the dates specified in the agreement and are qualified by information contained in confidential disclosure schedules provided by the parties. Accordingly, investors should not rely on the representations and warranties in the Stock Purchase Agreement as characterizations of the actual state of facts or condition of the Company, Genasys, the Sellers or any other party to the Stock Purchase Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information in Item 1.01 set forth above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
Press Release
On January 19, 2018, the Company issued a press release announcing the entry into Stock Purchase Agreement and simultaneous closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information provided in this Item 7.01 (including the exhibit referenced herein) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be incorporated by reference in any filing made by the Company to the Securities Act of 1933 or the Exchange Act, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K within the time permitted by Item 9.01(a) of Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K within the time permitted by Item 9.01(b) of Form 8-K.
(d) Exhibits
LRAD Corp ExhibitEX-10.1 2 ex_103312.htm EXHIBIT 10.1 ex_103312.htm Exhibit 10.1 Execution Version Stock purchase AGREEMENT by and AMONG LRAD CORPORATION,…To view the full exhibit click here
About LRAD Corporation (NASDAQ:LRAD)
LRAD Corporation is engaged in the design, development and commercialization of directed sound technologies and products. The Company develops and delivers directed acoustic products that beam, focus and control sound over relatively short and long distances. Its long range acoustic device (LRAD) offers directional long-range acoustic hailing devices (AHDs). The LRAD Directional Products include LRAD 100X, LRAD 300X, LRAD 450XL, LRAD 500X, LRAD 500RX, LRAD RXL, LRAD 1000X, LRAD 1000RX and LRAD 2000X. The Company’s LRAD Omnidirectional Products include LRAD 360X, LRAD 360Xm, LRAD 360XT, LRAD DS-60, LRAD SOUND SHIELD and SoundSaber. The Company’s LRAD is deployed by the United States Army, Navy, Marine Corps and Coast Guard, as well as international military services and commercial maritime, commercial security, and public safety organizations around the globe. Its LRAD product line provides a range of systems from single user portable to permanently installed, remotely operated units.