8-K
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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
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Date of Report (Date of earliest event reported): August 18, 2026 |
ARXIS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-43234 |
39-5113483 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1332 Blue Hills Avenue |
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Bloomfield, Connecticut |
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06002 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 860 243-7100 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share |
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ARXS |
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The Nasdaq Stock 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission, on May 29, 2026, Arxis, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”). Omnetics is a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace and medical applications and will operate within the Company’s Electronic Components segment.
On August 17, 2026, the Company closed on the transactions contemplated by the Merger Agreement (the “Merger”). The aggregate consideration for the Merger was based on an agreed enterprise value, which was $770.0 million, subject to customary closing adjustments. At closing, the Company issued 13,351,964 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), to the former shareholders of Omnetics and funded $8.0 million of cash escrow accounts pursuant to the Merger Agreement. The issuance of the Company’s Class A common stock was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 2.01 above is incorporated by reference into this Item 3.02. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy shares of Class A common stock or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
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 hereunto duly authorized.
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Arxis, Inc. |
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Date: |
August 18, 2026 |
By: |
/s/ Azad Badakhsh |
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Azad Badakhsh
Chief Financial Officer |
Arxis Completes the Acquisition of Omnetics Connector Corporation
BLOOMFIELD, Conn., August 18, 2026 — Arxis, Inc. (NASDAQ: ARXS) (the “Company” or “Arxis”), a publicly-traded industrial compounder formed in partnership with Arcline Investment Management (“Arcline”), today announced that it has completed its previously announced acquisition of Omnetics Connector Corporation (“Omnetics”). The transaction was based on an agreed enterprise value of approximately $770 million, subject to customary closing adjustments. At closing and considering the recent increase in the Company's share price, Arxis issued 13,351,964 shares of its Class A common stock to the former Omnetics shareholders (approximately 3.1% of total common stock as of the closing date), which are subject to lockup provisions. As previously announced, the combined purchase price multiple with the MagCanica acquisition is approximately 12x FY27 estimated adjusted EBITDA.
Omnetics, headquartered in Minneapolis, Minnesota, is a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace, and medical applications where size, weight, and reliability are mission critical. Omnetics will operate within Arxis' Electronic Components Segment.
The Omnetics acquisition reflects the differentiated value of the Arxis–Arcline partnership. Arcline provides Arxis with institutional capabilities that complement Arxis’ operating expertise, including research-driven market mapping, proprietary sourcing access, disciplined underwriting, and proven capital allocation expertise. These capabilities, which are difficult for a standalone strategic acquiror to replicate, expand Arxis’ addressable acquisition universe and strengthen its ability to acquire and integrate high-quality businesses with leading positions on long-duration platforms.
William Blair & Company, L.L.C. served as financial advisor to Arxis and Vermillion Capital served as advisor to Omnetics.
About Arxis
Arxis is a leading designer and manufacturer of proprietary, mission-critical electronic and mechanical components for aerospace and defense, medical technology, and specialized industrial markets. Leveraging significant intellectual property and world-class engineering and operational capabilities, Arxis designs and delivers innovative solutions that address its customers' most complex performance needs. Arxis is a portfolio company of Arcline Investment Management. For more information, visit www.arxis.com.
About Arcline Investment Management
Arcline Investment Management is a private investment firm with over $30 billion in assets under management. Arcline seeks to build the next generation of Industrial Compounders – market-leading, non-disruptible industrial platforms designed to consistently grow earnings over decades. For more information visit www.arcline.com.
About Omnetics Connector Corporation
Founded in 1984, Omnetics designs and manufactures micro-miniature and nano-miniature high reliability connectors and interconnect systems for aerospace, defense, space, medical and
industrial customers worldwide. Since its inception, Omnetics has been at the forefront of innovation and excellence in the world of connectors and interconnect solutions. For more information, visit www.omnetics.com.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may contain words and terms such as: “anticipate,” “could,” “believe,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,” “look ahead,” “optimistic,” “potential,” “guidance,” “may,” “should,” or “would” and other words and terms of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about FY27 estimated adjusted EBITDA, the anticipated benefits of the acquisition, and other matters. These statements are only predictions, and such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Risks and uncertainties include, but are not limited to: (i) the risk that the expected benefits of the acquisition may not be realized or may take longer to realize than expected and (ii) unanticipated difficulties or expenditures relating to the integration of the acquisition. The actual financial impact of the acquisition may differ from the expected financial impact described in this press release. The foregoing list of risk factors is not exhaustive. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Arxis’ business, particularly those identified in the risk factor discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Arxis undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made.
Contacts
Investor Relations
ir@arxis.com
+1 860-243-7100 (Select 1 for Arxis)
Media
Kate Thompson / Tim Ragones / Alexander Wolfsohn
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
