---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-104745"
form_type: "8-K"
ticker: null
cik: "0000808326"
company_name: "EMCORE CORP"
filed_at: "2023-09-28T23:59:59+00:00"
generated_at: "2026-06-10T07:56:52.305967+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# EMCORE adopts Section 382 plan to protect $424.9M NOLs from ownership change dilution

## Summary
- Board approved a tax benefits preservation plan effective Sept 28, 2023, with a 4.99% ownership trigger.
- Company had $424.9 million in federal NOLs as of Sept 30, 2022, which could be limited by an ownership change.
- Plan distributes one preferred share purchase right per common share; record date Oct 12, 2023.
- Rights expire no later than Sept 28, 2026, unless earlier redeemed, exchanged, or shareholder ratification fails at 2024 annual meeting.
- The plan is intended to deter acquisitions of 4.99%+ without Board approval, reducing risk of NOL impairment.

## SEC filing metadata
- accession: 0001104659-23-104745
- form_type: 8-K
- cik: 0000808326
- company_name: EMCORE CORP
- filed_at: 2023-09-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/808326/000110465923104745/0001104659-23-104745-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/808326/000110465923104745/tm2326971d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-104745
- JSON: https://secwatch.observer/filing/0001104659-23-104745.json
- Plain text: https://secwatch.observer/filing/0001104659-23-104745.txt

## Key facts
- Governance Changes
  EMCORE CORP: Filed Certificate of Designation of Series B Junior Participating Preferred Stock as part of Section 382 Tax Benefits Preservation Plan (effective 2023-09-28).
  - Change: charter amendment
  - Effective: 2023-09-28
  source text: the Board approved a Certificate of Designation of Series B Junior Participating Preferred Stock of EMCORE Corporation (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of New Jersey and became effective on September 28, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465923104745/0001104659-23-104745-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.