Inrad Optics, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-02: Form 8-K; Period of report 2024-07-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
- 2024-06-12: Form 8-K; Period of report 2024-06-12; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-04-09: Form 8-K; Period of report 2024-04-08; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2023-09-14: Form 8-K; Period of report 2023-09-14; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-02 | 8-K | 2024-07-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 2.01 The information set forth in “Introduction” above is incorporated herein by reference. 3.01 In connection with the consummation of the Merger, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended. 3.03 In connection with the consummation of the Merger, at the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of the holders of Common Stock to receive the Merger Consideration). 5.01 Pursuant to the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) was cancelled and converted automatically into the right to receive the Merger Consideration. 5.02 In connection with the Merger, at the Effective Time, the following persons are no longer serving on the Company’s board of directors: Jan M. Winston, William J. Foote, Dennis G. Romano and Rick Strandlund. 5.03 In connection with the Merger, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (as amended and restated, the “Third Restated Certificate of Incorporation”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended and restated, the “By-laws”). 7.01 A copy of the press release issued by the Company on the Closing Date announcing the consummation of the Merger is filed herewith as Exhibit 99.1 and is incorporated herein by reference. | tm2418459d6_8k.htm |
| 2024-06-12 | 8-K | 2024-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 12, 2024, Inrad Optics, Inc. (the “Company”) held a special meeting of its shareholders (the “Special Meeting”) virtually via live webcast to vote on the proposals identified in the Company’s definitive proxy statement prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission on May 14, 2024, which was first mailed to the Company’s shareholders on May 14, 2024. | tm2416646d1_8k.htm |
| 2024-04-09 | 8-K | 2024-04-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 9, 2024, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. | tm2411289d1_8k.htm |