{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-315992","form_type":"8-K","ticker":"AIP","cik":"0001667011","company_name":"Arteris, Inc.","filed_at":"2025-12-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.085422+00:00","generated_at":"2026-05-16T13:30:49.498217+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Arteris agrees to acquire Cycuity for up to $45M in cash and stock","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-315992","json":"https://secwatch.observer/filing/0001193125-25-315992.json","markdown":"https://secwatch.observer/filing/0001193125-25-315992.md","text":"https://secwatch.observer/filing/0001193125-25-315992.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1667011/000119312525315992/0001193125-25-315992-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1667011/000119312525315992/d18423d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:30:49.498217+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"cd9d5b55fc2b042790743935943fde0194813bf1","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1667011/000119312525315992/0001193125-25-315992-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Cycuity, Inc."},{"label":"Value","value":"up to $45,000,000"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}