THE FOREGOING Q&A DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE RIGHTS OFFERING RELATED AGREEMENTS THAT WERE FILED WITH THE SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Q&A 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. Statements in this Q&A which are not historical facts are forward-looking statements, including statements of expectations of or assumptions about Mtron’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by Mtron in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that Mtron believes are appropriate under the circumstances. All forward-looking statements involve a number of known and unknown risks and uncertainties which could affect Mtron’s actual results and performance and could cause its actual results and performance to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Mtron. Additionally, there can be no guarantee that any stockholder of Mtron will exercise the subscription rights held by such stockholder when distributed by Mtron, and as a result there can be no guarantee that Mtron will derive the benefits of the transaction described in this Q&A. Further information regarding the important factors that could cause actual results to differ from projected results can be found in Mtron’s reports filed with the SEC, including Mtron's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and its other filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Q&A speak as of the date of this Q&A. The forward-looking statements contained in this Q&A reflect management’s estimates and beliefs as of the date of this Q&A. Mtron does not undertake to update these forward-looking statements.
No Offer or Solicitation
This Q&A shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A Form 8-A registration statement and prospectus supplement describing the terms of the subscription rights and the shares of common stock issuable upon exercise thereof will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Holders of Mtron common stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This Q&A contains a general summary of the subscription rights. Please read the prospectus supplement as it will contain important information about the terms of the subscription rights.