eMagin to be acquired by Samsung Display for $2.08 per share in cash

EMAGIN CORP

Merger consideration: $2.08 per share in cash; stockholder approval required; expected to close in H2 2023 subject to conditions.
Support agreement: holders of ~98% of Series B preferred stock (21% voting power) commit to vote in favor.
Loan agreement: Samsung Display provides eMagin up to $13M in secured loans to fund operations until close.
Termination fee: eMagin pays $9M if it accepts a superior proposal.
Certificate of amendment for Series B preferred to receive merger consideration instead of conversion.

item 1.01 item 2.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EMAGIN CORP: Amended Certificate of Designations for Series B Convertible Preferred Stock to provide for cash payment upon merger and automatic cancellation after the Effective Time (effective 2023-05-17).

Change: charter amendment
Effective: 2023-05-17

Exact text from the filing

Effective May 17, 2023, the Board approved and adopted the Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock of the Company

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Source: SEC EDGAR

accession 0001104659-23-061652

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