Luna Innovations Congenital (NASDAQ:LUNA) Files An 8-K Entry into a Actual Definitive AgreementItem 7.01Entry into a Definitive Actual Agreement.
On October 15, 2018, Luna Technologies, Inc. (the “Buyer”), a wholly-owned accessory of Luna Innovations Congenital (“Luna”), entered into and bankrupt an Asset Acquirement Acceding (the “Asset Acquirement Agreement”) with Micron Optics, Inc. (the “Seller”) and Luna, alone as the Buyer guarantor. to the Asset Acquirement Agreement, the Buyer acquired essentially all of the Seller’s assets, added than cash, as able-bodied as defined liabilities, for absolute banknote application of $5.0 million, including $4.0 actor paid at closing, and $1.0 actor placed in escrow until afterwards of October 1, 2019 or the date that defined affairs are bound as agreed by the Buyer and the Seller (altogether, the “Transaction”). The acquirement bulk is accountable to absolute or abrogating acclimation based aloft the final assurance of alive basic of the Seller compared to a ambition alive basic bulk defined in the Asset Acquirement Agreement.
The Asset Acquirement Acceding contains accepted representations and warranties and indemnities. As a allotment of the Transaction, the Buyer has agreed to absorb the Seller’s Atlanta, Georgia ability and extend application offers to all alive advisers of the Seller. In addition, for a aeon of bristles years afterwards closing, the Seller has agreed not to attempt or appoint in any aggressive business and not to accost customers, advisers or consultants of the Buyer, accountable to defined exceptions.
The above arbitrary is not complete and is able in its absoluteness by advertence to the Asset Acquirement Agreement, a archetype of which is filed as Display 2.1 to this Current Address on Form 8-K and congenital herein by reference. The representations, warranties and covenants independent in the Asset Acquirement Acceding were fabricated alone for the purposes of the Asset Acquirement Agreement, were fabricated as of specific dates, and were fabricated alone for the account of the parties to the Asset Acquirement Acceding and may not accept been advised to be statements of actuality but, rather, as a adjustment of allocating accident and administering the acknowledged rights and relationships amid the parties to the Asset Acquirement Agreement. The assertions embodied in those representations and warranties may be accountable to important abilities and limitations agreed to by the parties in affiliation with negotiating their corresponding terms. Moreover, the representations and warranties may be accountable to a acknowledged accepted of achievement that may be altered from what may be beheld as actual to stockholders of Luna. For the above reasons, none of Luna’s stockholders or any added being should await on such representations and warranties, or any characterizations thereof, as statements of absolute advice at the time they were fabricated or otherwise.
Item 7.01 Completion of Accretion or Disposition of Assets.
The advice included in Item 7.01 is congenital herein by reference.
Regulation FD Disclosure.
On October 16, 2018, Luna issued a columnist absolution announcement the Transaction. A archetype of this columnist absolution is furnished herewith as Display 99.1 to this report.
In accordance with accepted apprenticeship B.2 to Form 8-K, the advice in this Item 7.01, including the columnist absolution furnished as an display hereto, shall not be accounted to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as adapted (the “Exchange Act”), or contrarily accountable to the liabilities of that section, nor shall it be accounted congenital by advertence in any filing beneath the Securities Act of 1933 or the Exchange Act.
Item 7.01 Banking Statements and Exhibits.
(a) Banking Statements of Businesses Acquired.
The banking statements appropriate by this Item, with account to the accretion declared in Item 7.01 herein, will be filed as anon as practicable, and in any accident not afterwards than 71 canicule afterwards the date on which this Current Address on Form 8-K was appropriate to be filed to Item 7.01.
(b) Pro Forma Banking Information.
The pro forma banking advice appropriate by this Item, with account to the accretion declared in Item 7.01 herein, will be filed as anon as practicable, and in any accident not afterwards than 71 canicule afterwards the date on which this Current Address on Form 8-K was appropriate to be filed to Item 7.01.
to Item 601(b)(2) of Regulation S-K promulgated by the SEC, assertive exhibits and schedules to this acceding accept been omitted. Luna hereby agrees to accouter supplementally to the SEC, aloft its request, any or all of such bare exhibits or schedules.
LUNA INNOVATIONS INC ExhibitEX-99.1 3 ex991micronopticspressrele.htm EXHIBIT 99.1 PRESS RELEASE Display Display 99.1 Luna Innovations Acquires Micron Optics,…To appearance the abounding display bang hereAbout Luna Innovations Congenital (NASDAQ:LUNA) Luna Innovations Congenital develops, articles and markets cilia optic analysis and test, and altitude products. The Company is focused on bringing technology solutions to admeasurement and adviser processes in the aerospace, automotive, energy, composite, telecommunications and aegis industries. The Company operates in two business segments: Articles and Licensing, and Technology Development. The Articles and Licensing articulation develops, articles and markets its apartment of products, including accelerated optical receiver (HSOR), custom optoelectronic subsystems (Optoelectronics), and Terahertz (THz) products, and cilia optic sensing, as able-bodied as analysis and altitude products. The Technology Development articulation performs activated analysis principally in the areas of analysis and instrumentation, avant-garde abstracts and bloom sciences. The Company’s HSOR manual articles are deployed in the Internet communications accessories basement for accelerated bandwidth.
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