Ultralife Corp Files 8-K: Material Definitive Agreement

TL;DR

ULBI signed a material definitive agreement, check the filings for details.

AI Summary

Ultralife Corporation announced on September 27, 2024, that it entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located in Newark, NY.

Why It Matters

This 8-K filing indicates a significant agreement has been made by Ultralife Corporation, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Ultralife Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Newark, New York (location) — Principal executive offices
• September 27, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.10 — ge on which registered Common Stock , $0.10 par value per share ULBI NASDAQ Sto
• $50 million — "Electrochem"), for a purchase price of $50 million (the "Acquisition"). The Agreement is s

Filing Documents

• ulbi20241003_8k.htm (8-K) — 29KB
• ex_729650.htm (EX-10.1) — 503KB
• ex_729423.htm (EX-99.1) — 12KB
• ex_729423img001.jpg (GRAPHIC) — 3KB
• 0001437749-24-030645.txt ( ) — 784KB
• ulbi-20240927.xsd (EX-101.SCH) — 3KB
• ulbi-20240927_def.xml (EX-101.DEF) — 11KB
• ulbi-20240927_lab.xml (EX-101.LAB) — 15KB
• ulbi-20240927_pre.xml (EX-101.PRE) — 11KB
• ulbi20241003_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Stock Purchase Agreement for Shares of Electrochem Solutions, Inc. On September 27, 2024, Ultralife Corporation, a Delaware corporation ("Ultralife" or the "Company"), entered into a stock purchase agreement (the "Agreement") with Greatbatch Ltd., a New York corporation (the "Seller") and a subsidiary of Integer Holdings Corporation, relating to the acquisition by the Company of all the issued and outstanding shares of Electrochem Solutions, Inc., a Massachusetts corporation ("Electrochem"), for a purchase price of $50 million (the "Acquisition"). The Agreement is subject to customary working capital adjustments at its closing. The Company expects to fund the purchase price for the Acquisition through borrowings under credit facilities currently being amended with the Company's primary lender. The Agreement contains customary terms and conditions including representations and warranties, subject to a mutually acceptable buyer-side representation and warranty insurance policy obtained by the Company, the cost of which is being shared equally between the Company and Seller. The Agreement contemplates closing of the Acquisition by the end of October 2024. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The Agreement has been filed to provide investors and security holders with information regarding its terms, provisions, conditions, and covenants and is not intended to provide any other factual information respecting the Company or its subsidiaries. In particular the Agreement contains representations and warranties made to and solely for the benefit of the parties thereto. The assertions embodied in those representations and warranties may be qualified or modified by information in disclosure schedules that the pa

01 Regulation FD

Item 7.01 Regulation FD On September 30, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01 and Exhibit 99.1 is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed as incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

01 Financial Statements, Pro Forma Financials and Exhibits

Item 9.01 Financial Statements, Pro Forma Financials and Exhibits (d) Exhibits. Exhibit Number Exhibit Description 10.1 Stock Purchase Agreement by and between Greatbatch Ltd. and Ultralife Corporation dated as of September 27, 2024 99.1 Press Release of Ultralife Corporation dated September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 3, 2024 ULTRALIFE CORPORATION By: /s/ Philip A. Fain Philip A. Fain Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR