10/15/2025 | Press release | Distributed by Public on 10/15/2025 04:02
Item 1.01 | Entry into a Material Definitive Agreement. |
On October 9, 2025, Lifeloc Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Electronic Systems Technology, Inc., a Washington corporation ("ELST").
The Merger Agreement provides that, subject to the terms and conditions set forth therein, a wholly owned subsidiary to be formed by the Company ("Merger Sub") will merge with and into ELST, with ELST surviving as a wholly owned subsidiary of the Company (the "Merger"). At the effective time of the Merger, each outstanding share of common stock of ELST will be converted into the right to receive shares of common stock of the Company in accordance with an agreed exchange ratio, with cash paid in lieu of any fractional shares.
Consummation of the Merger is subject to customary closing conditions, including approval of ELST's shareholders, effectiveness of the Company's registration statement on Form S-4 covering the shares to be issued under the Merger Agreement, and receipt of any required regulatory approvals. The Merger Agreement contains customary representations, warranties, covenants, termination rights, and conditions.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.