---
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"
generated_at: "2026-05-16T13:30:49.498217+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-315992
- JSON: https://secwatch.observer/filing/0001193125-25-315992.json
- Plain text: https://secwatch.observer/filing/0001193125-25-315992.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1667011/000119312525315992/0001193125-25-315992-index.htm

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