EMCORE CORP: Completion of Acquisition or Disposal of Assets, Financial Statements and Supporting Documentation (Form 8-K)

By Donald M. Blake Last updated May 2, 2022

Item 2.01 Completion of Acquisition or Disposal of Assets.

Closing of the acquisition transaction in accordance with the sale agreement

On April 29, 2022, EMCORE Corporation ("EMCORE"), Ringo Acquisition Sub, Inc., a
Delaware corporation and wholly owned subsidiary of EMCORE ("EMCORE Sub"), and
L3Harris Technologies, Inc., a Delaware corporation (the "Seller") completed the
previously announced acquisition by EMCORE Sub of the Seller's Space and
Navigation Business (the "Business") pursuant to that certain Sale Agreement,
dated as of February 14, 2022 (as amended, the "Sale Agreement"), entered into
by and among EMCORE, EMCORE Sub and the Seller, as amended by that certain First
Amendment to Sale Agreement, dated as of March 1, 2022 by and among EMCORE,
EMCORE Sub and the Seller (the "First Amendment"), that certain Second Amendment
to Sale Agreement, dated as of March 31, 2022 by and among EMCORE, EMCORE Sub
and the Seller (the "Second Amendment") and that certain Third Amendment to Sale
Agreement, dated as of April 29, 2022 by and among EMCORE, EMCORE Sub and the
Seller (the "Third Amendment").

The aggregate consideration for the Business pursuant to the Sale Agreement was
approximately $5.0 million, exclusive of transaction costs and expenses and
subject to certain post-closing working capital adjustments. Pursuant to the
Sale Agreement, EMCORE acquired certain intellectual property, assets, and
liabilities of the Business. The Sale Agreement contained customary
representations, warranties, and covenants of EMCORE and the Seller.

The foregoing description of the Sale Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Sale
Agreement, as amended by the First Amendment, the Second Amendment and the Third
Amendment, copies of which are attached hereto as Exhibits 2.1, 2.2, 2.3, and
2.4 and are incorporated herein by reference. The Sale Agreement has been
attached to provide investors with information regarding its terms. It is not
intended to provide any other factual information about the parties. The terms
of the Sale Agreement govern the contractual rights and relationships, and
allocate risks, among the parties in relation to the transactions contemplated
by the Sale Agreement. In particular, the assertions embodied in the
representations and warranties in the Sale Agreement reflect negotiations
between, and are solely for the benefit of, the parties thereto and may be
limited, qualified or modified by a variety of factors, including: subsequent
events, information included in public filings, disclosures made during
negotiations, correspondence between the parties and in confidential disclosure
schedules to the Sale Agreement. Moreover, certain representations and
warranties in the Sale Agreement were used for the purpose of allocating risk
between the parties rather than establishing matters as facts and may not
describe the actual state of affairs at the date they were made or at any other
time. Accordingly, you should not rely on the representations and warranties in
the Sale Agreement as characterizations of the actual state of facts about the
parties.

--------------------------------------------------------------------------------

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit
Number              Exhibit Description
                      Sale Agreement, dated as of February 14, 2022 by and

among EMCORE Corporation.,

                    Ringo Acquisition Sub, Inc., and L3Harris Technologies,

Inc. (incorporated by

                    reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
2.1                 February 15, 2022)    .
                      First Amendment to Sale Agreement, dated as of March 1, 2022 by and among EMCORE
2.2                 Corporation., Ringo Acquisition Sub, Inc., and L3Harris

Technologies, Inc.

                      Second Amendment to Sale Agreement, dated as of March 31, 2022 by and among EMCORE
2.3                 Corporation., Ringo Acquisition Sub, Inc., and L3Harris

Technologies, Inc.

                      Third Amendment to Sale Agreement, dated as of April 29, 2022 by and among EMCORE
2.4                 Corporation., Ringo Acquisition Sub, Inc., and L3Harris Technologies, Inc.
99.1                  Press Release    .
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document).

————————————————– ——————————