8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Dateof Report (date of earliest event reported): January30, 2023

Electro-Sensors, Inc. ****

(Exact name of Registrant as Specified in its Charter)

	Minnesota
(State Or Other Jurisdiction Of Incorporation)
000-09587		41-0943459
(Commission File Number)		(I.R.S. Employer Identification No.)
6111Blue Circle Drive
Minnetonka,<br>MN		55343-9108
(Address of Principal Executive Offices)		(Zip Code)
	(952)930-0100
Registrant’s Telephone Number, Including Area Code

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):

☐	Written communications pursuant to Rule 425<br> under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act
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☐	Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant to<br> Rule 13e-4(c) under the Exchange Act
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Securities<br>registered pursuant to Section 12(b) of the Act
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Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common<br> Stock	ELSE	The Nasdaq Capital<br> Market LLC

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. ☐

Item 1.01	Entry Into a Material Definitive Agreement
Item 1.02	Termination of a Material Definitive Agreement
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As previously disclosed, on June 10, 2022, Electro-Sensors, Inc. ("ELSE" or "Electro-Sensors") entered into an Agreement and Plan of Merger (the "Merger Agreement" with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the "Merger Sub"), and Mobile X Global, Inc., a Delaware corporation ("Mobile X") pursuant to which Merger Sub would merge with and into Mobile X, with Mobile X surviving the merger as a wholly owned subsidiary of ELSE.

On January 30, 2023, Electro-Sensors and Mobile X entered into an agreement to terminate the Merger Agreement (the "Mutual Termination Agreement") effective as of that date. The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

In connection with the execution of the Mutual Termination Agreement, the (i) Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Electro-Sensors and (ii) the Mobile X Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Mobile X were automatically terminated.

Item8.01	Other Events

On January 30, 2023, Electro-Sensors issued a press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The January 30, 2023 press release also disclosed that effective following the termination of the Merger Agreement, the Electro-Sensors board established a board special committee consisting of Chairman Joseph Marino, President David Klenk, and Audit Committee Chair Scott Gabbard, and authorized this committee to explore and pursue business development and other strategic alternatives for Electro-Sensors.

Item9.01	Financial Statements and Exhibits.
Exhibit No.	Description<br><br> <br>****
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10.1	Mutual Termination Agreement dated January 30, 2023 between Electro-Sensors, Inc. and Mobile X   Global, Inc.
99.1	Press release issued by Electro-Sensors, Inc. on January 30, 2023

2

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, thereunto duly authorized.

ELECTRO-SENSORS,<br> INC.
By:	/s/<br> David L. Klenk
	David<br> L. Klenk, Chief Executive Officer and Chief Financial Officer

Date: January 31, 2023

3

Exhibit 10.1

AGREEMENT TO TERMINATE

AGREEMENT AND PLAN OF MERGER

by and among

ELECTRO-SENSORS, INC.,

MOBILE X NEWCO, INC.,

and

MOBILE X GLOBAL, INC.

January 30, 2023

Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 10, 2022, by and among Electro-Sensors, Inc., a Minnesota corporation (the “Parent”), Mobile X Newco, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Merger Sub”), and Mobile X Global, Inc., a Delaware corporation (the “Company,” and together with Parent and the Merger Sub, the “Parties” and each a “Party”)(capitalized terms used but not defined herein shall have the meaning set forth for such term in the Merger Agreement).

WHEREAS, pursuant to the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended, and the Minnesota Business Corporation Act, as amended, the Parties entered into the Merger Agreement with the intent that Merger Sub be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Parent; and

WHEREAS, the Parties have determined that it is in the respective best interests of the Parties and their respective stockholders to mutually terminate the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1.	The Parent and the Company hereby mutually terminate the Merger Agreement pursuant to Section 9.1(a) thereof; and
2.	In accordance with Section 9.3(a) of the Merger Agreement, the Parent and the Company hereby agree that they shall use their reasonable<br>best efforts to agree upon the Shared Expenses within thirty (30) days of the date hereof, it being understood that the Parent and the<br>Company shall share equally and pay their respective shares of Shared Expenses. Once the Parent and Company have agreed, the Party owing<br>the other Party will pay these agreed-upon amounts promptly, but in no event more than 30 days later.
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IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARENT:	ELECTRO-SENSORS, INC.
	By: /s/David L. Klenk<br><br> Name: David L. Klenk<br><br> Title: Chief Executive Officer
COMPANY:	MOBILE X GLOBAL, INC.
	By: /s/Peter Adderton<br><br> <br>Name: Peter Adderton<br><br> Title: Chief Executive Officer

Exhibit 99.1

Electro-Sensors and Mobile X Global, Inc. Agree to Terminate Merger Agreement

Minnetonka, Minnesota, January 30, 2023; Electro-Sensors, Inc. (Nasdaq: ELSE) and privately held Mobile X Global, Inc. announced today that the two companies have terminated the definitive merger agreement the parties entered into on June 10, 2022.

A condition to closing of the merger transaction was the consummation of an equity financing with minimum gross proceeds of $20.0 million, which the parties anticipated would be a PIPE investment (private investment in public equity). The financing necessary to consummate the merger was pursued but is not available due to difficult conditions in the financial markets, including the markets for PIPE investments.

Electro-Sensors, Inc. also announced that effective following the termination of the merger agreement, the Electro-Sensors board established a board special committee consisting of Chairman Joseph Marino, President David Klenk, and Audit Committee Chair Scott Gabbard, and authorized this committee to explore and pursue business development and other strategic alternatives for Electro-Sensors.

Electro-Sensors, Inc.

Electro-Sensors, Inc. is an industry leading designer and manufacturer of rugged and reliable machine monitoring sensors and wireless/wired hazard monitoring systems applied across multiple industries and applications. These products improve processes by protecting people, safeguarding systems, reducing downtime, and preventing waste. Electro-Sensors is proud to be an ISO9001:2015 quality certified company and is committed to providing excellent customer service and technical support. Founded in 1968 and located in Minnetonka, Minnesota, Electro-Sensors provides its loyal customers with reliable products that improve safety and help plants operate with greater efficiency, productivity, and control.

Cautionary Statement Regarding Forward Looking Statements

From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, Electro-Sensors, Inc. may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans that include the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, Electro-Sensors, Inc. claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. These forward-looking statements are subject to a number of factors, risks and uncertainties, including those disclosed in our periodic filings with the SEC that could cause actual performance, activities or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements. For a list of these factors, see the section entitled “Forward-Looking Statements” in the ELSE Annual Report on Form 10-K for the year ended December 31, 2021 and any updates in subsequent filings on Form 10-Q or Form 8-K filed under the Securities Exchange Act of 1934.

Contact: David Klenk

(952) 930-0100