8-K/AThe WireRoutine
Company Update
Filed Apr 27, 2026 · 2mo ago · Accession 0000897101-26-000148
Plain English
This filing is an amendment to a previous report, providing exhibits related to an Agreement and Plan of Merger dated April 20, 2026. The amendment includes the merger agreement and a form of support agreement.
Filing text
View original ↗UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to section 13 or 15(d) of the Securities
exchange act of 1934
Date of report (Date of earliest event reported):
April 20, 2026
ELECTRO-SENSORS, INC.
(Exact name of Registrant as Specified
in its Charter)
Minnesota
000-09587
41-0943459
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
6111 Blue Circle Drive
Minnetonka , Minnesota 55343-9108
(Address of Principal Executive Offices)
(952) 930-0100
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common stock
ELSE
Nasdaq Capital Market
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed solely to include
exhibits to the Current Report on Form 8-K filed by Electro-Sensors, Inc. on April 24, 2026.
Item 9.01. Financial Statements and
Exhibits
(c) Exhibits:
Exhibit
Description
2.1*
Agreement and Plan of Merger, dated April 20, 2026
10.1
Form of Support Agreement
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
*
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit and schedule to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
ELECTRO-SENSORS, INC.
Date: April 27, 2026
By:
/s/ David L. Klenk
David L. Klenk
Chief Executive Officer and Chief Financial Officer
Filing details
- Company
- ELECTRO SENSORS INC
- Ticker
- ELSE
- CIK
- 351789
- Form type
- 8-K/A
- Filing date
- Apr 27, 2026
- Report date
- Apr 20, 2026
- Document
- electro04242026_8ka.htm
- Size
- 1.0 MB