AMSC Reports Material Definitive Agreement & Asset Deal

TL;DR

AMSC signed a big deal, might be selling/buying assets. Keep an eye on this.

AI Summary

On August 1, 2024, American Superconductor Corporation (AMSC) entered into a Material Definitive Agreement related to the completion of an acquisition or disposition of assets. The filing also notes other events and includes financial statements and exhibits. The company's principal executive offices are located at 114 East Main Street, Ayer, Massachusetts.

Why It Matters

This 8-K filing indicates significant corporate activity for American Superconductor, potentially involving asset transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset transactions can introduce significant financial and operational risks.

Key Players & Entities

• American Superconductor Corporation (company) — Registrant
• August 1, 2024 (date) — Date of earliest event reported
• 114 East Main Street, Ayer, Massachusetts (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share AMSC Nasdaq Glo
• $61,350,000 — ate consideration in an amount equal to $61,350,000 (the " Purchase Price "), which conside
• $25,000,000, m — scribed below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined i
• $31,350,000 — o the quotient obtained by dividing (x) $31,350,000 (the " Share Purchase Price ") by (y) t
• $5,000,000 — (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c
• $5,000,000 b — rs an aggregate amount in cash equal to $5,000,000 by wire transfer of immediately available

Filing Documents

• d878518d8k.htm (8-K) — 46KB
• d878518dex101.htm (EX-10.1) — 479KB
• 0001193125-24-193425.txt ( ) — 765KB
• amsc-20240801.xsd (EX-101.SCH) — 3KB
• amsc-20240801_lab.xml (EX-101.LAB) — 17KB
• amsc-20240801_pre.xml (EX-101.PRE) — 11KB
• d878518d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the ongoing obligations under the Stock Purchase Agreement and the timing thereof, and other statements containing the words "believes," "anticipates," "plans," "expects," "will," "shall" and similar expressions. Such forward-looking statements represent management's current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of the Company's common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not limited to: risks related to the financial performance of Megatran and its affiliated entities; risks that the Megatran business may not be integrated successfully; failure to realize anticipated benefits of the Megatran acquisition; potential litigation relating to the transaction; and the important factors discussed under the caption "Risk Factors" in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2024, and our other reports filed with the SEC. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management's estimates as of the date of this Current Report. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report. Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits (a)

Financial Statements of Businesses Acquired

Financial Statements of Businesses Acquired The Company intends to file the financial statements required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (b) Pro Forma Financial Information The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K. (d) Exhibits : 10.1 Stock Purchase Agreement, dated August 1, 2024, by and among the Company, the Selling Stockholders, Megatran and James David Seitz, an individual, solely in his capacity as the stockholder representative thereunder. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN SUPERCONDUCTOR CORPORATION Date: August 5, 2024 By: /S/ JOHN W. KOSIBA, JR. John W. Kosiba, Jr. Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR