Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on June 10, 2022, Electro-Sensors, Inc. ("ELSE" or "Electro-Sensors") entered into an Agreement and Plan of Merger (the "Merger Agreement" with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the "Merger Sub"), and Mobile X Global, Inc., a Delaware corporation ("Mobile X") pursuant to which Merger Sub would merge with and into Mobile X, with Mobile X surviving the merger as a wholly owned subsidiary of ELSE.

On January 30, 2023, Electro-Sensors and Mobile X entered into an agreement to terminate the Merger Agreement (the "Mutual Termination Agreement") effective as of that date. The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

In connection with the execution of the Mutual Termination Agreement, the (i) Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Electro-Sensors and (ii) the Mobile X Voting Agreement dated June 10, 2022 among Mobile X, Electro-Sensors, and officers, directors and shareholders of Mobile X were automatically terminated.




 Item 8.01 Other Events

On January 30, 2023, Electro-Sensors issued a press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The January 30, 2023 press release also disclosed that effective following the termination of the Merger Agreement, the Electro-Sensors board established a board special committee consisting of Chairman Joseph Marino, President David Klenk, and Audit Committee Chair Scott Gabbard, and authorized this committee to explore and pursue business development and other strategic alternatives for Electro-Sensors.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description



   10.1         Mutual Termination Agreement dated January 30, 2023 between
             Electro-Sensors, Inc. and Mobile X      Global, Inc.

   99.1         Press release issued by Electro-Sensors, Inc. on January 30,
             2023








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