Mobile X Global, Inc. entered into definitive agreement to acquire Electro-Sensors, Inc. (NasdaqCM:ELSE) from Directors, officers, major shareholders and others in a reverse merger transaction on June 10, 2022. After the deal, Mobile X Global shareholders are expected to own approximately 76% stake in the combined company, Electro-Sensors shareholders approximately 11% stake and new equity investors approximately 13% stake respectively. Electro-Sensors shareholders as of a record date to be determined before the closing will receive special cash dividends expected to total approximately $18 million. In connection with the transaction, a third-party institutional investor has entered into a commitment letter with Mobile X Global to provide equity financing of up to $20 million upon closing of the deal, subject to diligence and definitive agreements satisfactory to the investor, including an agreement for a $50 million equity line of credit to be provided by the investor. The equity line of credit will provide significant additional liquidity, at the option of Mobile X Global. Electro-Sensors, Inc. shall be renamed Mobile X Global, Inc. and shares of the combined company are expected to continue to trade on the Nasdaq Capital Market under the ticker symbol "MOBX" upon closing of the deal. Upon closing of the deal, Peter Adderton shall become the Chairman and Chief Executive Officer of the combined company. Mobile X Global and Electro-Sensors are committed to retaining Electro-Sensors' existing employees and customers. Senior management of Electro-Sensors is expected to continue and assist in the integration of the combined company and the operation of the existing sensor business. The current Directors of Electro-Sensors will resign, and the Board of Directors of the combined company will initially consist of five members appointed by Mobile X Global post deal completion.

The transaction is subject to approval by the shareholders of Mobile X and Electro-Sensors, consent of shareholders of Mobile X Global, receipt of $20 million in third party equity financing, the filing of an amendment to ELSE 's Articles of Incorporation to increase the number of shares of common stock authorized for issuance to a number at least large enough to consummate the Merger, all applicable waiting periods (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or early termination, all members of Electro-Sensors Board shall have executed written resignations, satisfaction of other customary closing conditions, including the U.S. Securities and Exchange Commission (the "SEC") having declared effective a registration statement and The Nasdaq Stock Market having approved the listing of the common stock of the combined company. The transaction has been unanimously approved by each Mobile X and Electro-Sensors Board of Directors. The transaction is expected to close in the third quarter of 2022.

B. Riley Securities acted as financial advisor and Ben D. Orlanski of Proskauer Rose LLP acted as legal counsel to Mobile X Global on the transaction. Lake Street Capital Markets acted as financial advisor and George H. Singer and Thomas G. Lovett of Ballard Spahr, LLP acted as legal advisors to Electro-Sensors for the transaction. Lake Street Capital Advisors, LLC acted as fairness opinion provider to Electro-Sensors.

Mobile X Global, Inc. cancelled the acquisition of Electro-Sensors, Inc. (NasdaqCM:ELSE) from Directors, officers, major shareholders and others in a reverse merger transaction on January 30, 2023. The financing necessary to consummate the merger was pursued but is not available due to difficult conditions in the financial markets, including the markets for PIPE investments.