Luxium Solutions, LLC entered into a definitive agreement to acquire Inrad Optics, Inc. (OTCPK:INRD) form a group of shareholders for $15.7 million on April 8, 2024. Inrad Optics stockholders to receive $1.1 per share in cash. The all cash transaction values Inrad Optics at approximately $19 million, including assumed debt. As of April 3, 2024 (the ? Capitalization Date ?), (i) 14,250,975 Shares were issued and outstanding (not including shares held in treasury) and no Preferred Shares were issued or outstanding, (ii) 4,600 Shares were held in treasury, (iii) 1,092,667 Shares were underlying outstanding Company Options, (iv) 3,610,000 Shares were reserved for issuance pursuant to future grants under the Company Equity Award Plans, (v) the Company Convertible Notes were convertible into 2,500,000 Shares and Company Warrants to purchase 1,875,000 Shares and (vi) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. The agreement includes a 30-day ?go-shop? period. SK Capital and Edgewater have arranged committed debt financing for the transaction, providing a high level of closing certainty. At the time of termination, Inrad will be required to pay Luxium a fee of $1,173,544.

The transaction is subject to Inrad Optics's shareholders? approval and adoption of the merger agreement, the absence of any law, injunction or order enacted, entered, promulgated, or enforced by any governmental entity which prohibits, enjoins or makes illegal the consummation of the merger and the transactions contemplated by the merger agreement and obtaining of necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company. The consummation of the Merger is not subject to any financing condition. The transaction was approved unanimously by both Inrad and Luxium's board of directors. On June 12, 2024, the shareholders of Inrad Optics approved the transaction. The transaction is expected to close mid-2024. As of June 12, 2024, the Merger is expected to be completed on July 2, 2024.

Needham & Company, LLC acted as financial advisor to Inrad Optics. Under the terms of Needham?s engagement letter with the Company, the Company has paid or agreed to pay Needham a nonrefundable fee of $250,000 that became payable upon Needham?s delivery of its opinion to the board on April 8, 2024. If the merger is consummated, the Company has agreed to pay Needham an additional fee equal to $1.0 million. Alan Wovsaniker and Jean N. Samedi of Lowenstein Sandler LLP acted as legal advisor to Inrad Optics. CriticalPoint Partners, LLC acted as financial advisor to SK Capital, Edgewater and Luxium. Nicholas P. Luongo and Mariclaire Petty Brewer of Latham & Watkins LLP acted as legal advisor to SK Capital and Luxium. Needham & Company, LLC acted as fairness opinion provider to Inrad Optics.

Luxium Solutions, LLC completed the acquisition of Inrad Optics, Inc. (OTCPK:INRD) form a group of shareholders on July 2, 2024.