8-K
filed February 28, 2025, 6:59 PM ET
CIK 0000808326
M&A
confidence high
sentiment neutral
materiality 1.00
EMCORE CORP: M&A transaction — EMCORE acquired by Velocity One Holdings for $3.10 per share; stock delisted from Nasdaq
EMCORE CORP
- Each outstanding share of EMKR common stock canceled and converted into right to receive $3.10 in cash, no interest.
- All outstanding RSUs and stock options cashed out at merger consideration; no options were outstanding at closing.
- Company notified Nasdaq of delisting effective Feb 28, 2025; will file Form 15 to suspend SEC reporting.
- Matthew Vargas, Cletus Glasener, Bruce Grooms, Jeffrey Roncka, and David Rodgers departed board at effective time.
- Certificate of incorporation and bylaws amended and restated; company now indirect wholly owned subsidiary of Parent.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Rodgers departed as Director at EMCORE CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cletus C. Glasener departed as Director at EMCORE CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey J. Roncka departed as Director at EMCORE CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bruce E. Grooms departed as Director at EMCORE CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Vargas departed as Director at EMCORE CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EMCORE CORP: Certificate of incorporation amended and restated in its entirety upon merger effective time.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached as Exhibit 3.1
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EMCORE CORP: Bylaws amended and restated in their entirety upon merger effective time.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the bylaws of the Company were amended and restated in their entirety. A copy of such amended and restated bylaws is attached as Exhibit 3.2
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
EMCORE CORP underwent a change of control involving Velocity One Holdings, LP for $3.10 per share in cash (closed 2025-02-28).
- Action
- change of control
- Counterparty
- Velocity One Holdings, LP
- Consideration
- $3.10 per share in cash
- Closing
- 2025-02-28
Exact text from the filing
of the New Jersey Business Corporation Act, as amended (the “NJBCA”), collectively, the “Excluded Shares”) was automatically cancelled and converted into the right to receive $3.10 per share in cash (the “Merger Consideration”), without interest and subject to any required withholding taxes. Immediately prior to the Effective Time: · each outstanding
View on SEC.gov
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