Core Points - The U.S. President ordered HieFo Corporation to divest a $2.9 million acquisition of chip assets from Emcore due to national security concerns [1] - HieFo's acquisition included semiconductor manufacturing facilities and digital chips, which posed a risk of diverting supply away from the U.S. [2] - The deal was not reported to the Committee on Foreign Investment in the United States (CFIUS), leading to a review of the transaction [3] Company Overview - HieFo Corporation was founded by Genzao Zhang and Harry Moore through a management buyout of Emcore's wafer fabrication and chip-related assets [5] - The company claims to have over 40 years of experience in indium phosphide chip manufacturing [6] - Emcore specializes in manufacturing navigation equipment, including gyroscopes and sensors for various applications, including defense [6] Regulatory Actions - CFIUS identified national security risks related to potential access to Emcore's intellectual property and expertise [4] - HieFo has been ordered to divest all acquired assets within 180 days and restrict access to Emcore's technical information [4]

BUDD LAKE, NJ / ACCESS Newswire / October 7, 2025 / EMCORE LLC, a leading provider of advanced inertial sensors serving the aerospace and defense industries, today announced the launch of the TAC-DSP-1750 Fiber Optic Gyroscope (FOG). The new TAC-DSP-1750 marks the return of a proven industry favorite, the legacy DSP-1750, now re-engineered with EMCORE's state-of-the-art Photonic Integrated Chip (PIC) technology and modernized electronics for higher performance, improved reliability, and expanded application ...

Company Transition and Restructuring - The company completed its transition from a broadband company to an inertial navigation company by selling its cable TV, wireless, sensing, and defense optoelectronics business lines in October 2023[92]. - The April 2023 restructuring eliminated approximately 200 positions, representing about 50% of the total workforce, and resulted in annualized cost savings of approximately $17.0 million[101][104]. - The company eliminated approximately 200 positions, representing about 50% of its total workforce prior to the reductions, as part of the May 2024 Restructuring[132]. - Annualized cost savings from the May 2024 Restructuring are approximately $17.0 million, excluding severance costs[133]. - The company incurred one-time employee severance costs of approximately $2.9 million during the fiscal year ended September 30, 2024, along with $2.2 million in restructuring expenses[104]. Financial Performance - Revenue for the three months ended December 31, 2024, decreased by $4.8 million, or 20.0%, compared to the same period in the prior year, primarily due to decreased FOG sales and the termination of the TAIMU program[122]. - Gross profit increased by $0.2 million, or 3.0%, with gross margin rising from 25% to 36% relative to the same period in the prior year, driven by lower costs from restructuring activities[124]. - Selling, general, and administrative expenses increased by $0.6 million, or 8.5%, primarily due to higher professional service costs associated with a proposed Merger Agreement[126]. - Research and development expenses decreased by $2.0 million, or 54.8%, compared to the same period in the prior year, due to completed cost reduction activities[128]. - The company incurred a net loss of $5.5 million for the three months ended December 31, 2024, with cash used in operating activities decreasing by 17.0% compared to the previous period[139]. Mergers and Acquisitions - The company expects the merger with Parent to close during the quarter ending March 31, 2025, with shareholders receiving $3.10 per share in cash[97][100]. - The merger agreement is subject to customary closing conditions, including shareholder approval and the absence of any material adverse effects[99]. - The company has expanded its portfolio through acquisitions, including Systron Donner Inertial, L3Harris Technologies' S&N business, and KVH Industries' FOG and inertial navigation systems[92]. - The company is exploring options to address capitalization and liquidity, including a Merger Agreement entered into on November 7, 2024[135]. Capital and Liquidity - The company has a credit facility with a reduced borrowing capacity of $4.6 million under the Forbearance Agreement, down from $40.0 million[108]. - The company prepaid approximately $9.4 million to fully repay amounts outstanding under the Credit Agreement, including $8.5 million of principal and $0.8 million of accrued interest[111]. - The company raised approximately $15.6 million from an offering of 2,260,000 shares at $5.00 per share in August 2023[136]. - The company anticipates sufficient financial resources to meet cash requirements for operations and capital expenditures for at least the next 12 months[134]. - The company has substantial doubt about its ability to continue as a going concern, which could significantly impact its stock price and shareholder value[134]. Manufacturing and Operations - The company has fully vertically-integrated manufacturing capabilities at its facilities in Budd Lake, NJ, Concord, CA, and Tinley Park, IL, supporting its inertial navigation products[93]. - The company’s manufacturing processes involve extensive quality assurance systems and performance testing, maintaining ISO 9001 and AS9100 certifications[93][94]. - Restructuring expenses totaled approximately $0.9 million, primarily related to the Chief Restructuring Officer and discontinuance of in-house component manufacturing[129]. - The company is facing increased instability in global economic conditions, which may lead to longer sales cycles and increased manufacturing costs[118]. Stock and Warrants - A reverse stock split at a ratio of 10:1 was approved and became effective on April 1, 2024, adjusting the number of shares and equity awards accordingly[105]. - The company issued a warrant to purchase 1,810,528 shares of common stock at an exercise price of $2.73 per share, exercisable for 10 years[130]. - The fair value of the warrant liability was recorded as $6.6 million as of December 31, 2024, reflecting a net expense of $1.9 million for the three months ended December 31, 2024[130]. Asset Sales - The company entered into an Asset Purchase Agreement with HieFo Corporation for the sale of assets related to its discontinued chips business for a purchase price of $2.9 million[113]. - The company completed the PF Transaction during the three months ended December 31, 2023, with a purchase price of $2.9 million in cash[136].

Financial Performance - Revenue for fiscal 1Q25 was $19.3 million, a decrease of $2.4 million from $21.7 million in 4Q24, representing an 11% decline [4]. - Gross margin increased to 32% in 1Q25, up from 21% in 4Q24, reflecting an 11% improvement [4]. - Non-GAAP net income from continuing operations was $0.5 million in 1Q25, a significant increase of $2.5 million compared to a loss of $2.0 million in 4Q24 [4]. - Adjusted EBITDA for 1Q25 was $1.1 million, an increase of $1.5 million from a negative $0.4 million in 4Q24 [4]. - The net loss on continuing operations was $5.5 million in 1Q25, compared to a loss of $3.2 million in 4Q24, indicating a worsening of $2.3 million [4]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $9.0 million, down from $10.8 million at the end of 4Q24, a decrease of $1.8 million [4]. - Operating expenses rose to $9.7 million in 1Q25, an increase of $1.9 million from $7.8 million in 4Q24 [4]. - Non-GAAP gross margin improved to 36% in 1Q25, up from 23% in 4Q24, reflecting a 13% increase [4]. Future Outlook - The company reported a backlog that remains strong, indicating positive future revenue potential [3]. - The company is focused on leveraging its Photonic Integrated Chip (PIC) and Quartz MEMS technology for future product development and market expansion [5].

Company Transition and Restructuring - The company completed its transition from a broadband company to an inertial navigation company, having sold its cable TV, wireless, sensing, and defense optoelectronics business lines in October 2023[203]. - The restructuring initiatives resulted in the elimination of approximately 200 positions, representing about 50% of the total workforce prior to the reductions[215]. - Annualized cost savings from the May 2024 restructuring are estimated at approximately $17.0 million, excluding severance costs[216]. - The company incurred one-time employee severance costs of approximately $2.9 million during the fiscal year ended September 30, 2024[216]. - The company has consolidated its operations, resulting in a 35% reduction in the aggregate square footage occupied by its facilities[215]. - The company entered into a transition services agreement with HieFo to provide migration services for up to 12 months following the Chips Transaction[226]. - Restructuring expenses totaled approximately $2.2 million, including costs related to the Chief Restructuring Officer and impairments at the Alhambra Facility[252]. - Severance expenses amounted to approximately $2.9 million, largely due to a restructuring plan that included a 40% workforce reduction[253]. - Impairment charges for the fiscal year ended September 30, 2024, totaled approximately $3.0 million, primarily from the shutdown of the Alhambra Facility[254]. Financial Performance - For the fiscal year ended September 30, 2024, revenue decreased by $11.8 million or 12.1% to $85.9 million compared to $97.7 million in the prior fiscal year[244]. - Gross profit for the fiscal year ended September 30, 2024, decreased by $4.6 million or 19.5%, resulting in a gross margin decline from 23.9% to 21.9%[246]. - Selling, general, and administrative expenses decreased by $10.5 million or 31.9% to $22.3 million, primarily due to headcount reductions[248]. - Research and development expenses decreased by $5.0 million or 27.9% to $12.9 million, driven by headcount reductions and cost management[251]. - Other income for the fiscal year ended September 30, 2024, totaled approximately $3.6 million, mainly from adjustments related to the HieFo Sublease and a business settlement[260]. - For the fiscal year ended September 30, 2024, cash used in operating activities for continuing operations was $5.5 million, a decrease of 81.8% compared to $30.3 million in the previous year[266][269]. - Cash provided by investing activities for the fiscal year ended September 30, 2024, was $31 thousand, a significant decrease of 99.7% from $9.2 million in 2023[266][271]. - Financing activities used cash of $10.6 million for the fiscal year ended September 30, 2024, primarily due to repayment of credit facilities, compared to cash provided of $24.4 million in 2023[273]. Mergers and Acquisitions - The company expects the merger to close during the quarter ending March 31, 2025, with shareholders set to receive $3.10 per share in cash[209][211]. - The merger agreement is subject to customary closing conditions, including shareholder approval and the absence of any material adverse effects[210]. - The company entered into a Merger Agreement on November 7, 2024, as part of its strategy to focus on the Inertial Navigation business[261]. - The company entered into a Merger Agreement on November 7, 2024, to address capitalization and liquidity issues[265]. Asset Management and Liabilities - The company has a credit facility with a reduced borrowing capacity of $4.6 million under the Forbearance Agreement, down from $40.0 million[219]. - The company prepaid approximately $9.4 million to fully repay amounts outstanding under the Credit Agreement, including $8.5 million of principal and $0.8 million of accrued interest[222][223]. - As of September 30, 2024, total contractual obligations and commitments amount to $55.2 million, including purchase obligations of $12.5 million and operating lease obligations of $35.0 million[273][275]. - The company has known conditional Asset Retirement Obligations (ARO) totaling $2.4 million as of September 30, 2024[276]. - The company has a right to force the Successor Agent to exercise the warrant under certain conditions, and the total shares issuable under the warrant is limited to 19.99% of outstanding shares[221]. - The company provided a guaranty of up to approximately $5.5 million related to long-term liabilities in the PF Transaction, with $4.2 million not expected to be payable until January 2026[228]. Market Conditions and Future Outlook - The company has faced increased instability in global economic conditions, which may lead to longer sales cycles and increased manufacturing costs[229]. - The company has substantial doubt about its ability to continue as a going concern, which could significantly impact stock price and shareholder value[264]. - The company anticipates that operating activities for the fiscal year ending September 30, 2025, may provide approximately $1.0 million to $2.5 million[270]. - The company expects investing activities to use cash of $1.3 million for the fiscal year ending September 30, 2025[272]. Stock and Shareholder Information - A reverse stock split was approved at a ratio of 10:1, effective April 1, 2024, impacting the outstanding shares of common stock[217]. - The company issued a warrant to purchase 1,810,528 shares of common stock at an exercise price of $2.73 per share, exercisable for 10 years[220]. - The company closed an offering of 2,260,000 shares at $5.00 per share in August 2023, resulting in net proceeds of approximately $15.6 million[267].

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by EMCORE Corporation and its board regarding the proposed acquisition by Velocity One, where stockholders will receive $3.10 per share [1]. Group 1 - EMCORE Corporation is set to be acquired by Velocity One, with the transaction expected to close in the first quarter of 2025 [1]. - Stockholders of EMCORE will receive $3.10 for each share they hold in the company as part of the acquisition deal [1]. Group 2 - Rowley Law PLLC is representing shareholders in this investigation and offers additional information through their website and contact details [2]. - The firm specializes in class actions and derivative lawsuits in complex corporate litigation, indicating a focus on protecting shareholder interests [3].

Group 1 - Halper Sadeh LLC is investigating EMCORE Corporation for potential violations related to its sale to Velocity One at $3.10 per share in cash [1] - The firm is also looking into AlloVir, Inc.'s merger with Kalaris Therapeutics, seeking increased consideration for shareholders and additional disclosures [2] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options, with the firm representing investors globally [3]

Group 1 - Monteverde & Associates PC is investigating EMCORE Corporation regarding its proposed merger with Velocity One Holdings, LP, where EMCORE stockholders will receive $3.10 per share of common stock [1] - Monteverde & Associates PC has been recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report, indicating a strong track record in recovering money for shareholders [1] - The firm operates from the Empire State Building in New York City and has a successful history in trial and appellate courts, including the U.S. Supreme Court [2][3] Group 2 - EMCORE Corporation is currently involved in a merger agreement that may impact its stockholders financially [1] - The firm encourages shareholders with concerns to reach out for additional information, emphasizing that no company or officer is above the law [3]

BUDD LAKE, NJ, Oct. 01, 2024 (GLOBE NEWSWIRE) -- EMCORE Corporation (Nasdaq: EMKR) ("Emcore" or the "Company), the world's largest independent provider of inertial navigation solutions to the aerospace and defense industry, today confirmed that it has received an unsolicited, non-binding proposal from Mobix Labs, Inc. ("Mobix") to acquire all of the Company's outstanding shares for $3.80 per share in cash. The Company's Board of Directors continues to evaluate a range of strategic and financial options to e ...

Company Transition and Restructuring - EMCORE Corporation completed its transition from a broadband company to an inertial navigation company, having divested its cable TV, wireless, sensing, and chips product lines[102]. - The company initiated a restructuring program in April 2023, resulting in the strategic shutdown of its Broadband business segment and defense optoelectronics product line due to declining revenue and profitability[105]. - Approximately 200 positions were eliminated across all locations, representing about 50% of the total workforce prior to the reductions[107]. - The May 2024 restructuring is expected to yield annualized cost savings of approximately $17.0 million, excluding severance costs[108]. - The company has consolidated its facility space, resulting in a 35% reduction in the aggregate square footage occupied by its facilities[107]. - The company eliminated approximately 200 positions, representing about 50% of its total workforce prior to the reductions, as part of its restructuring efforts[138]. Financial Performance - For the three months ended June 30, 2024, revenue decreased by $6.3 million or 23.5% compared to the same period in the prior year, primarily due to a decrease of $7.1 million related to Budd Lake operations[131]. - For the nine months ended June 30, 2024, revenue decreased by $6.8 million or 9.5% compared to the same period in the prior year, mainly due to the termination of the TAIMU program and lower demand for FOG and QMEMS products[131]. - Gross profit for the three months ended June 30, 2024, was $5.0 million, a decrease of $2.2 million or 31.0% compared to the prior year[129]. - Total operating expenses for the three months ended June 30, 2024, increased by $4.2 million or 41.8% to $14.3 million compared to the same period in the prior year[129]. - The company incurred a total operating loss of $9.3 million for the three months ended June 30, 2024, compared to a loss of $2.8 million in the same period last year, representing an increase of 229.6%[129]. - The company reported a gross margin decrease, with gross profit as a percentage of revenue declining due to increased costs and lower sales[132]. - For the three months ended June 30, 2024, gross profit decreased by $2.2 million or 31.0%, and gross margin decreased from 27.2% to 24.5% compared to the same period in the prior year[133]. Cash Flow and Financing - As of June 30, 2024, cash and cash equivalents totaled $9.0 million, including restricted cash of $0.5 million and cash in escrow of $0.7 million, with net working capital totaling $44.2 million[138]. - The company prepaid approximately $9.4 million to fully repay amounts outstanding under the Credit Agreement, including $8.5 million of principal and $0.8 million of accrued interest[120]. - The company entered into a Credit Agreement providing for a revolving credit facility of up to $40.0 million and a term loan facility of $5,965,000[111]. - Following a restructuring, the borrowing capacity under the revolving credit facility was reduced to $4.6 million[113]. - For the nine months ended June 30, 2024, net cash used in operating activities decreased by 51.2% compared to the previous period, primarily due to the April 2023 Restructuring[143]. - For the nine months ended June 30, 2024, net cash provided by investing activities decreased by 93.4% due to the absence of a sale leaseback transaction that occurred in the previous period[144]. - For the nine months ended June 30, 2024, net cash used in financing activities decreased by 129.4% due to the lack of proceeds from common stock issuance that occurred in the previous period[145]. Equity and Stock - A reverse stock split was executed at a ratio of 10:1 on April 1, 2024, affecting all outstanding shares of common stock[110]. - A warrant was issued to purchase 1,810,528 shares of common stock at an exercise price of $2.73 per share as part of the Forbearance Agreement[114]. - The company closed an equity offering in August 2023, raising approximately $15.6 million from the sale of 2,260,000 shares at $5.00 per share[127]. Economic Conditions and Outlook - The company is facing increased instability in global economic conditions, which may lead to longer sales cycles and increased manufacturing costs[129]. - There have been no material changes in the company's critical accounting estimates since the Annual Report on Form 10-K for the fiscal year ended September 30, 2023[147]. - As of September 30, 2023, there were no material changes to the company's contractual obligations and commitments outside the ordinary course of business[146]. - The company provided a guaranty of approximately $5.5 million related to the PF Transaction, with $4.2 million not becoming payable until January 2026[146].