Amendment: American Superconductor Corporation filed SEC Form 8-K: Financial Statements and Exhibits

Form 8-K/A Megatran ProForma true 0000880807 0000880807 2024-08-01 2024-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

Pursuant to Section 13 or 15(d) of

 

 

 

 

 

 

Registrant’s telephone number, including area code (978)842-3000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On August 5, 2024, American Superconductor Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on August 1, 2024, the Company had acquired all of the issued and outstanding shares of capital stock of Megatran Industries, Inc, a New Jersey corporation, a New Jersey corporation (“Megatran”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated as of August 1, 2024.

 

This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(4) and (b)(2) of Form 8-K.

 

 

 

Megatran Industries, Subsidiaries and Affiliate audited combined balance sheets as of December 31, 2023 and December 31, 2022 and Combined Statements of Operations and Comprehensive Income, Combined Statements of Changes in Stockholders’ Equity, and Combined Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022, and the related notes, as well as Megatran Industries, Subsidiaries and Affiliate unaudited Combined Balance Sheets as of June 30, 2024 and June 30, 2023 and Combined Statements of Operations and Comprehensive Income, Combined Statements of Changes in Stockholders’ Equity, and Combined Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023, and the related notes, are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

 

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the three months ended June 30, 2024, and for the year ended March 31, 2024, and the related notes, are attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

 

 

 

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.