Item 1.01 Entry into a Material Definitive Agreement
On May 27, 2022, we entered into an agreement to sell 70% of the stock of our
wholly owned subsidiary Applied Nanotech, Inc. to two officers of that
subsidiary. In connection with the sale, the capital structure of Applied
Nanotech is being changed to give us, as the holder of Class B common stock of
Applied Nanotech, a 30% economic interest, certain information rights, special
consent rights, and tag-along rights, as well as the obligation to sell our
stock under certain circumstances if other stockholders are selling. The Class A
stock being acquired by the buyers will be pledged to secure the payment of the
purchase price that is evidenced promissory note in the principal amount of
$450,000. The note bears interest at 7% and has semi-annual payments of
principal initially in the amount of $20,000, increasing to $25,000 tin May 2024
and to $30,000 in May 2026, with a final balloon payment of $80,000 due on
December 31, 2029.
Item 2.01 Completion of Disposition of Assets
The purchase and sale transaction described under item 1.01 above became
effective at midnight on May 31, 2022.
Item 5.02 Departure of Director and Election of Director
On May 26, 2022, our Board elected David M. Sherbin as a director. Mr. Sherbin
provides legal and consulting services. He retired in April 2021 from his
position as the senior vice president, general counsel, chief compliance officer
and secretary at Aptiv PLC (formerly Delphi Automotive). He joined that company
in 2005 and served as General counsel & Chief Compliance Officer. Prior to that,
Mr. Sherbin served Pulte Group, Federal Mogul Corporation and Heller Financial
Inc. in legal and compliance roles. He is a graduate of Oberlin College and
Cornell Law School. He is 62 years old.
On May 25, 2022, Howard Westerman submitted his resignation as a director.
Item 7.01 Regulation FD Disclosure
On May 27, 2022, we issued a press release announcing the transaction described
in items 1.01 and 2.01 above and the election of Mr. Sherbin to our board. A
copy of that press release is attached as Exhibit 99.1 and is incorporated by
reference.
The information contained in the press release attached hereto is being
furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "exchange Act") or otherwise
subject to the liability of that Section and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release of the registrant dated May 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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