Arteris agrees to acquire Cycuity for up to $45M in cash and stock

Arteris, Inc.

Total consideration up to $45M: $13.5M cash + $19.5M stock at closing, plus up to $12M earnout based on 2026 bookings milestones.
Acquisition structured as two-step merger: First Merger Sub I merges into Cycuity, then Cycuity merges into Merger Sub II, becoming wholly-owned subsidiary.
Closing subject to Cycuity stockholder approval, no legal prohibition, accuracy of reps, and absence of material adverse effect.
Indemnity escrow of $3.3M in cash/stock for 12 months; adjustment escrow of $330K cash for purchase price adjustments.
Arteris to issue shares based on 30-day VWAP with collar; certain holders receive cash instead of stock.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Arteris, Inc. entered into Agreement and Plan of Merger and Reorganization with Cycuity, Inc. valued at up to $45,000,000 (effective 2025-12-10).

Action: entry
Agreement: merger
Counterparty: Cycuity, Inc.
Value: up to $45,000,000
Effective: 2025-12-10

Exact text from the filing

On December 10, 2025, Arteris, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Cabernet Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub I”), Arteris Security, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub II”), Cycuity, Inc., a Delaware corporation (“Cycuity”), and Shareholder Representative Services LLC, solely in its capacity as Holder Representative, as defined in the Merger Agreement.

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Source: SEC EDGAR

accession 0001193125-25-315992

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