01—Abstract
Summary
Summary of the 8-K/A filed October 29, 2026. Cited figures are marked; the original filing is the authoritative source.
Arxis, Inc. (ARXS) has filed an amendment to its August 18, 2026, 8-K filing to include the required financial statements and pro forma information related to its acquisition of Omnetics Connector Corporation (Omnetics).
The merger, which closed on August 17, 2026, was valued at an enterprise value of $770.0 milliona, with consideration primarily in Arxis Class A common stock and $8.0 million in escrow. This filing provides the audited financial statements for Omnetics for the year ended December 31, 2025, and unaudited financials for the six months ended June 30, 2026. It also includes unaudited pro forma combined financial statements for Arxis and Omnetics for the nine months ended September 30, 2026, and the full year 2025.
Investors should review these financial details to understand the financial impact and performance of the newly combined entity. The pro forma statements indicate that the combined entity generated $1.61 billionb in revenue for the nine months ended September 30, 2026, and $1.70 billion for the full year 2025.
The acquisition significantly impacts Arxis's financial structure, with Omnetics's assets and liabilities now reflected on its balance sheet, and the creation of substantial goodwill. Investors should carefully analyze these pro forma figures to assess the potential accretion or dilution from the merger.
02—Key points
Key Highlights
- Arxis, Inc. completed the acquisition of Omnetics Connector Corporation on August 17, 2026, for an enterprise value of $770.0 million.
- Consideration for the acquisition primarily consisted of Arxis Class A common stock, with $8.0 million placed in escrow.
- The amendment includes audited financial statements for Omnetics for the year ended December 31, 2025, and unaudited financials for the six months ended June 30, 2026.
- Unaudited pro forma combined financial statements are provided for the nine months ended September 30, 2026, and the year ended December 31, 2025, reflecting the merger's impact.
- The pro forma combined revenue for the nine months ended September 30, 2026, is $1.61 billion.
- The pro forma combined revenue for the year ended December 31, 2025, is $1.70 billion.
- The acquisition resulted in the recognition of significant goodwill and intangible assets on Arxis's balance sheet.
03—Questions
Frequently Asked Questions
What is the primary purpose of this Form 8-K amendment?
This amendment to Arxis, Inc.'s previous 8-K filing is primarily to provide the required financial statements of the acquired company, Omnetics Connector Corporation, and the unaudited pro forma combined financial information of Arxis and Omnetics, as mandated by SEC regulations following a significant business acquisition.
What was the total purchase price and consideration for the Omnetics acquisition?
The total enterprise value for the Omnetics acquisition was $770.0 million, subject to customary closing adjustments. The consideration included the issuance of 13,351,964 shares of Arxis's Class A common stock to Omnetics's former shareholders and the funding of $8.0 million into cash escrow accounts.
What financial information is provided regarding Omnetics?
The filing includes Omnetics's audited consolidated financial statements for the fiscal year ended December 31, 2025, and its unaudited condensed consolidated financial statements for the six-month period ended June 30, 2026.
What does the pro forma financial information represent?
The unaudited pro forma condensed combined financial information presents the combined results of operations of Arxis and Omnetics as if the merger had occurred on January 1, 2025. This allows investors to see the potential financial performance of the combined entity, including revenue and expenses, for the nine months ended September 30, 2026, and the full year 2025.
04—Continue