---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-23-011547"
form_type: "8-K"
ticker: "SODI"
cik: "0000091668"
company_name: "SOLITRON DEVICES INC"
filed_at: "2023-09-05T23:59:59+00:00"
generated_at: "2026-06-11T00:19:24.868385+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Solitron Devices acquires Micro Engineering for $3M cash and earn-out

## Summary
- Paid $2.686M cash at closing plus $300K escrowed; base purchase price $3M.
- Earn-out: 7.5% of gross revenue from Micro's existing customers over three years.
- Leased 10,926 sq ft facility for $10,650/month with 6-month option to buy at $1.75M.
- Preliminary 2022 Micro net sales $5.93M, net income $1.37M; six-month 2023 net sales $2.80M.
- Micro produces electronic components for medical industry; becomes wholly-owned subsidiary.

## SEC filing metadata
- accession: 0001654954-23-011547
- form_type: 8-K
- ticker: SODI
- cik: 0000091668
- company_name: SOLITRON DEVICES INC
- filed_at: 2023-09-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/91668/000165495423011547/0001654954-23-011547-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/91668/000165495423011547/sodi_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-23-011547
- JSON: https://secwatch.observer/filing/0001654954-23-011547.json
- Plain text: https://secwatch.observer/filing/0001654954-23-011547.txt

## Key facts
- M&A Transactions
  SOLITRON DEVICES INC completed an acquisition involving Micro Engineering, Inc. and the shareholders of Micro for $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments (closed 2023-09-01).
  - Action: acquisition
  - Counterparty: Micro Engineering, Inc. and the shareholders of Micro
  - Consideration: $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments
  - Closing: 2023-09-01
  source text: of Micro (collectively, the “Micro Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of Micro for a purchase price of $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments, as described in more detail in the paragraph that follows (the “Acquisition”). The Company closed the
  evidence_url: https://www.sec.gov/Archives/edgar/data/91668/000165495423011547/0001654954-23-011547-index.htm
- Material Agreements
  SOLITRON DEVICES INC entered into Stock Purchase Agreement with Micro Engineering, Inc. and the shareholders of Micro valued at $3,000,000.00 (effective 2023-08-31).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Micro Engineering, Inc. and the shareholders of Micro
  - Value: $3,000,000.00
  - Effective: 2023-08-31
  source text: Effective as of August 31, 2023, Solitron Devices, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Micro Engineering, Inc., a Florida corporation (“Micro”) and the shareholders of Micro (collectively, the “Micro Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of Micro for a purchase price of $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments
  evidence_url: https://www.sec.gov/Archives/edgar/data/91668/000165495423011547/0001654954-23-011547-index.htm
- Material Agreements
  SOLITRON DEVICES INC entered into Lease Agreement with not explicit (effective 2023-08-31).
  - Action: entry
  - Agreement: lease
  - Counterparty: not explicit
  - Effective: 2023-08-31
  source text: the Company also entered into a Lease Agreement pursuant to which it agreed to lease the facility occupied by Micro, consisting of approximately 10,926 square feet of useable office and production space in Orange County, Florida for $10,650 per month
  evidence_url: https://www.sec.gov/Archives/edgar/data/91668/000165495423011547/0001654954-23-011547-index.htm

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