Item 1.01 Entry into a Material Definitive Agreement.






Emerald Acquisition

On May 18, 2020, IntriCon Pte. Ltd. ("Buyer"), a wholly-owned subsidiary of IntriCon Corporation (the "Company"), acquired all of the outstanding shares of Emerald Medical Services Pte., Ltd., a Singapore company ("Emerald"), pursuant to a Share Purchase Agreement dated the same date among Buyer, Emerald and the direct and indirect owners of Emerald. Emerald, based in Singapore, is a provider of joint development medical device manufacturing services for complex catheter applications. The Share Purchase Agreement provides for a purchase price consisting of:

· a cash payment paid at closing of $7,127,500, subject to a post-closing working


   capital adjustment;

· 80,000 shares of the Company's common stock issued at closing, which shares


   will be held in an escrow account for a period of 18 months to resolve any
   post-closing claims by the Buyer;

· a cash payment of $500,000 payable in the event that regulatory approval in

Japan is obtained for a particular product within twelve months of closing;

· an earn-out payment of between $333,334 and $1,000,000 if Emerald has net


   revenues ranging from $9.0 million to $11.0 million during the first year after
   closing; and

· additional earn-out payments equal to 28% of net revenues arising from the sale


   of certain products or to certain customers for each of the first three years
   after closing.

The cash portion of the purchase was paid from Company internal funds.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Share Purchase Agreement, which is filed with this Current Report as Exhibit 2.1 and is incorporated herein by reference.





Amendments to Credit Facility

The information contained in Item 2.03 of the Prior Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not required.

(b) Pro forma financial information.



  Not required.

  (d) Exhibits.



      Exhibit No.  Description
        2.1*         Share Purchase Agreement dated as of May 18, 2020 among
                   IntriCon Pte. Ltd. , a wholly-owned subsidiary of IntriCon
                   Corporation, Emerald Medical Services Pte., Ltd., a Singapore
                   company ("Emerald"), and the direct and indirect owners of
                   Emerald
        10.1*        Fourteenth Amendment to Loan and Security Agreement and
                   Waiver among the Company, IntriCon, Inc., Hearing Help
                   Express, Inc., and CIBC Bank USA (formerly known as The
                   PrivateBank and Trust Company), dated as of May 13, 2020.
        10.2*        Amended and Restated Revolving Note from the Company,
                   IntriCon, Inc. and Hearing Help Express, Inc. to CIBC Bank USA
                   (formerly known as The PrivateBank and Trust Company), dated
                   May 13, 2020.
        99.1*        Press Release dated May 19, 2020.
        99.2*        Press Release dated May 19, 2020 regarding the Emerald
                   Acquisition.

* Previously filed or furnished with the Prior Form 8-K.

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