Amendment: 908 Devices Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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| Explanatory Note |
On April 30, 2024, 908 Devices Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”) reporting the Company’s completion of the acquisition of all of the issued and outstanding equity interests of CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”) pursuant to an Equity Purchase Agreement (the “Purchase Agreement”) with RedWave, CAM3 HoldCo, LLC (“Seller Entity”), each of the holders of outstanding equity interests of Seller Entity (the “Beneficial Sellers”), and Jon Frattaroli, in his capacity as a guarantor for a Beneficial Seller (the “Indirect Beneficial Seller”). The transaction closed on April 29, 2024, at which time RedWave became a wholly-owned subsidiary of the Company (the “Transaction”).
The Company is filing this amendment to the Original 8-K (this “Amendment”) to amend and supplement the Original 8-K to include historical financial statements of RedWave required by Item 9.01(a) and pro forma financial information required by Item 9.01(b), each of which were excluded from the Original 8-K in reliance on the instructions to such Items of Form 8-K. Except as noted in this paragraph, no other information contained in the Original 8-K is amended or supplemented. This Amendment should be read together with the Original 8-K.
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual financial position or results of operations that the Company and RedWave would have achieved had the companies been combined as of the date or during the periods presented in the pro forma financial information and is not intended to project the future financial position or results of operations that the combined company may achieve after the implementation of the Transaction.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited financial statements of RedWave, which comprise the balance sheet as of December 31, 2023 and the related statements of income, changes in members’ equity, and cash flows for the year then ended, the related notes to the financial statements, and the related report of BDO USA, P.C., RedWave’s independent auditors, are filed as Exhibit 99.2 hereto.
The unaudited condensed financial statements of RedWave, which comprise the unadited condensed balance sheet as of March 31, 2024 and the related unaudited condensed statements of income, changes in members’ equity, and cash flows for the three months then ended, and the related notes to the financial statements, are filed as Exhibit 99.3 hereto.
(b) Pro Forma Financial Information.
The (A) Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of the Company as of March 31, 2024, (B) Unaudited Pro Forma Condensed Combined Consolidated Statements of Comprehensive Income of the Company for the three months ended March 31, 2024, (C) Unaudited Pro Forma Condensed Combined Consolidated Statements of Comprehensive Income of the Company for the year ended December 31, 2023, and (D) the related Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, are filed as Exhibit 99.4 hereto and are incorporated herein by reference.
(d) Exhibits.
| * | Schedules, exhibits, and similar supporting attachments or agreements to the Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. 908 Devices Inc. agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
| + | Previously filed. |
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.
| 908 DEVICES INC. | ||
| Date: July 9, 2024 | By: | /s/ Michael S. Turner |
| Name: Michael S. Turner | ||
| Title: Chief Legal and Administrative Officer | ||