Elmet Group Co. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On September 3, 2026, The Elmet Group Co. (“we,” “us,” “our,” or the “Company”), through its wholly owned subsidiary, Elmet Technologies LLC (“Elmet Tech”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with OSRAM GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) duly organized and existing under the laws of the Federal Republic of Germany (the “Seller”), pursuant to which Elmet Tech agreed to purchase substantially all of the assets and rights associated with the Seller’s metal production operations located in Schwabmünchen, Germany, pertaining to the Seller’s manufacturing and distribution of, among other things, metal pre-materials and metal products from tungsten and molybdenum metals required for various forms of lighting solutions, such as metal powders, rods, heavy wire, fine wire, electrodes and other formed parts (the “Business”), and assume certain of the Seller’s liabilities, including employee and pension liabilities, and contractual relationships exclusively entered into or pertaining to the Business (the “Assumed Liabilities”), as such terms are set forth in the Purchase Agreement (the “Transaction”). The purchase price will be determined at the closing of the Transaction (the “Closing”) pursuant to the purchase price formula and adjustment provisions as set forth in the Purchase Agreement, which generally consists of the aggregate of (i) a fixed amount of negative €18 million, (ii) plus certain pension assets, (iii) minus the amount of the defined benefit obligation for certain pension liabilities, (iv) minus a restructuring prepayment in the amount of €1 million, (v) plus the amount, if any, by which the Working Capital (as defined in the Purchase Agreement) of the Business on the first day of the calendar month of the Closing (the “Effective Date”) exceeds €3.875 million, (vi) minus the amount, if any, by which the Working Capital of the Business on the Effective Date falls below €3.875 million. The Purchase Agreement contains certain representations, warranties and covenants of each of Elmet Tech and the Seller, including covenants by the Seller relating to the operation of the Business prior to the Closing. Elmet Tech will not acquire the real property on which the Business is operated in the Transact