---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-019002"
form_type: "8-K"
ticker: null
cik: "0000808326"
company_name: "EMCORE CORP"
filed_at: "2025-02-28T23:59:59+00:00"
generated_at: "2026-05-26T00:44:05.682721+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# EMCORE acquired by Velocity One Holdings for $3.10 per share; stock delisted from Nasdaq

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-019002
- form_type: 8-K
- cik: 0000808326
- company_name: EMCORE CORP
- filed_at: 2025-02-28T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/tm257509d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-019002
- JSON: https://secwatch.observer/filing/0001104659-25-019002.json
- Plain text: https://secwatch.observer/filing/0001104659-25-019002.txt

## Key facts
- Executive change
  David Rodgers departed as Director at EMCORE CORP.
  - Action: ceased to serve
  - Role: Director
  source text: each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Executive change
  Cletus C. Glasener departed as Director at EMCORE CORP.
  - Action: ceased to serve
  - Role: Director
  source text: each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Executive change
  Jeffrey J. Roncka departed as Director at EMCORE CORP.
  - Action: ceased to serve
  - Role: Director
  source text: each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Executive change
  Bruce E. Grooms departed as Director at EMCORE CORP.
  - Action: ceased to serve
  - Role: Director
  source text: each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Executive change
  Matthew Vargas departed as Director at EMCORE CORP.
  - Action: ceased to serve
  - Role: Director
  source text: each of Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers ceased to serve on the board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Governance Changes
  EMCORE CORP: Certificate of incorporation amended and restated in its entirety upon merger effective time.
  - Change: charter amendment
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- Governance Changes
  EMCORE CORP: Bylaws amended and restated in their entirety upon merger effective time.
  - Change: bylaw amendment
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465925019002/0001104659-25-019002-index.htm

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