UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger and Reorganization
On December 10, 2025, Arteris, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Cabernet Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub I”), Arteris Security, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub II”), Cycuity, Inc., a Delaware corporation (“Cycuity”), and Shareholder Representative Services LLC, solely in its capacity as Holder Representative, as defined in the Merger Agreement.
The Merger Agreement provides for the acquisition of Cycuity by the Company through a two-step merger process. First, Merger Sub I will merge with and into Cycuity, with Cycuity as the surviving corporation (the “First Merger”). Immediately following the First Merger, Cycuity will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of the Company (the “Second Merger,” and together with the First Merger, the “Mergers”). The Merger Agreement contains customary representations, warranties, and covenants by the parties.
Merger Consideration
Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid by the Company is up to $45,000,000, consisting of:
| 1. | Closing Consideration |
| • | $13,500,000 in cash. |
| • | $19,500,000 in shares of the Company’s common stock, par value $0.001 per share. The number of shares to be issued will be based on the volume-weighted average price of the Company’s common stock for the 30 consecutive trading days preceding the second trading day prior to the closing date, subject to a collar mechanism (the “VWAP”). |
| 2. | Earnout Consideration |
| • | Up to an additional $12,000,000, payable in shares of the Company’s common stock converted at the VWAP, contingent upon Cycuity achieving certain specified bookings milestones for the 2026 calendar year. |
The closing consideration is subject to customary adjustments, including for Cycuity’s closing cash, indebtedness, transaction expenses, and a working capital adjustment. In addition, pursuant to the terms of the Merger Agreement, certain holders of Cycuity securities will receive cash instead of the Company’s common stock.
Escrow and Indemnification
At closing, the Company will deposit into escrow a portion of the merger consideration, consisting of:
| • | An indemnity escrow amount of $3,300,000 in a mix of cash and the Company’s common stock to be held for 12 months to partially secure indemnification claims under the Merger Agreement. |
| • | An adjustment escrow amount of $330,000 in cash to secure post-closing purchase price adjustments. |
Closing Conditions and Termination
The consummation of the Mergers is subject to customary closing conditions, including, among others: (i) the approval of the Merger Agreement by Cycuity’s stockholders; (ii) the absence of any law or order prohibiting the Mergers; (iii) the accuracy of the parties’ respective representations and warranties; (iv) the performance by the parties of their respective covenants; and (v) the absence of a material adverse effect on Cycuity.
The Merger Agreement also contains customary termination rights for both the Company and Cycuity.
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1† | Agreement and Plan of Merger and Reorganization, dated as of December 10, 2025, by and among Arteris, Inc., Cabernet Merger Sub I, Inc., Arteris Security, LLC, Cycuity, Inc., and Shareholder Representative Services LLC, solely in its capacity as Holder Representative. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
| † | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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.
Date: December 11, 2025
| By: | /s/ Nicholas B. Hawkins | |
| Name: | Nicholas B. Hawkins | |
| Title: | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
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