Luna Innovations Incorporated (NASDAQ:LUNA) Files An 8-K Entry into a Material Definitive AgreementItem 7.01Entry into a Definitive Material Agreement.
On October 15, 2018, Luna Technologies, Inc. (the “Buyer”), a wholly-owned subsidiary of Luna Innovations Incorporated (“Luna”), entered into and closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Micron Optics, Inc. (the “Seller”) and Luna, solely as the Buyer guarantor. to the Asset Purchase Agreement, the Buyer acquired substantially all of the Seller’s assets, other than cash, as well as specified liabilities, for total cash consideration of $5.0 million, including $4.0 million paid at closing, and $1.0 million placed in escrow until later of October 1, 2019 or the date that specified matters are resolved as agreed by the Buyer and the Seller (altogether, the “Transaction”). The purchase price is subject to positive or negative adjustment based upon the final determination of working capital of the Seller compared to a target working capital amount specified in the Asset Purchase Agreement.
The Asset Purchase Agreement contains customary representations and warranties and indemnities. As a part of the Transaction, the Buyer has agreed to retain the Seller’s Atlanta, Georgia facility and extend employment offers to all active employees of the Seller. In addition, for a period of five years after closing, the Seller has agreed not to compete or engage in any competing business and not to solicit customers, employees or consultants of the Buyer, subject to specified exceptions.
The foregoing summary is not complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for the purposes of the Asset Purchase Agreement, were made as of specific dates, and were made solely for the benefit of the parties to the Asset Purchase Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Asset Purchase Agreement. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their respective terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders of Luna. For the foregoing reasons, none of Luna’s stockholders or any other person should rely on such representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.
Item 7.01 Completion of Acquisition or Disposition of Assets.
The information included in Item 7.01 is incorporated herein by reference.
|
Item 7.01. |
Regulation FD Disclosure. |
On October 16, 2018, Luna issued a press release announcing the Transaction. A copy of this press release is furnished herewith as Exhibit 99.1 to this report.
In accordance with general instruction B.2 to Form 8-K, the information in this Item 7.01, including the press release furnished as an exhibit hereto, shall not be deemed to be “filed” for purposes of Section18 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 in any filing under the Securities Act of 1933 or the Exchange Act.
Item 7.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 7.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed to Item 7.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, with respect to the acquisition described in Item 7.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed to Item 7.01.
+ to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. Luna hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
LUNA INNOVATIONS INC ExhibitEX-99.1 3 ex991micronopticspressrele.htm EXHIBIT 99.1 PRESS RELEASE Exhibit Exhibit 99.1 Luna Innovations Acquires Micron Optics,…To view the full exhibit click here
About Luna Innovations Incorporated (NASDAQ:LUNA)
Luna Innovations Incorporated develops, manufactures and markets fiber optic sensing and test, and measurement products. The Company is focused on bringing technology solutions to measure and monitor processes in the aerospace, automotive, energy, composite, telecommunications and defense industries. The Company operates in two business segments: Products and Licensing, and Technology Development. The Products and Licensing segment develops, manufactures and markets its suite of products, including high-speed optical receiver (HSOR), custom optoelectronic subsystems (Optoelectronics), and Terahertz (THz) products, and fiber optic sensing, as well as test and measurement products. The Technology Development segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences. The Company’s HSOR transmission products are deployed in the Internet communications equipment infrastructure for high-speed bandwidth.
