NVEC NVE Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 9)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 1, 2006

NVE Corporation
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (952) 829-9217

                                                                                                                                
(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 (see General Instruction A.2. below):

☐ 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))
 
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.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:

Explanatory Note

This Amendment No. 9 to Form 8-K is being filed to disclose Amendment No. 10 to our Supplier Partnering Agreement dated January 3, 2006 by and between Pacesetter, Inc., now a subsidiary of Abbott Laboratories (“Abbott”), and us, as amended by Amendment No. 1 to the Agreement dated September 6, 2007, Amendment No. 2 dated December 15, 2009, Amendment No. 3 dated September 13, 2010, Amendment No. 4 dated February 1, 2011, Amendment No. 5 dated April 20, 2016, Amendment No. 6 dated December 18, 2020, Amendment No. 7 dated April 30, 2021, Amendment No. 8 dated February 1, 2022, and Amendment No. 9 dated January 20, 2023. Amendment Nos. 1, 2, 3, 6, 7, and 9 were superseded by subsequent amendments.

Item 1.01. Entry into a Material Definitive Agreement.

General Information

We supply products to Abbott under the Supplier Partnering Agreement as amended.

Description of the Terms and Conditions of the Amendment

On January 2, 2024, we received a fully-executed Amendment No. 10 to the Supplier Partnering Agreement, which extends the Agreement term through December 31, 2024 and increases pricing for 2024. The Amendment is filed as Exhibit 10.6 to this Current Report on Form 8-K/A.

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SIGNATURE

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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INDEX TO EXHIBITS

+Confidential portions of this exhibit were deleted and filed separately with the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule 406.

*Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.

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AMENDMENT NO. 10

TO

SUPPLIER PARTNERING AGREEMENT

THIS AMENDMENT TO SUPPLIER PARTNERING AGREEMENT (this “Amendment”), dated as of December 7, 2023, (the “Amendment Effective Date”) is made and entered into by and between Pacesetter, Inc., with offices at 15900 Valley View Court, Sylmar, California, 91342 (“Buyer”), and NVE Corporation, with a principal place of business at 11409 Valley View Rd, Eden Prairie, Minnesota, 55344-3617 (“Seller”).

RECITALS

A.Buyer and Seller are parties to that certain SUPPLIER PARTNERING AGREEMENT with an effective date of January 1, 2006; Amendment No. 1 with an effective date of September 6, 2007; Amendment No. 2 with an effective date of December 15, 2009; Amendment No. 3 with an effective date of September 13, 2010; Amendment No. 4 with an effective date of February 1, 2011; Amendment No. 5 with an effective date of April 20, 2016; Amendment No. 6 with an effective date of December 16, 2020; Amendment No. 7 with an effective date of April 12, 2021; Amendment No. 8 with an effective date of November 10, 2021; and Amendment No. 9 with an effective date of December 5, 2022 (collectively the “Agreement”). 

B.Buyer and Seller now wish to amend the terms of Agreement as set forth in this Amendment. 

NOW, THEREFORE, Buyer and Seller agree to amend the Agreement as follows:

1. Section 1, Term of Agreement, is hereby deleted and replaced with the following 

1. Term of Agreement. This Agreement begins on January 1, 2006 and will remain in force through December 31, 2024, unless terminated earlier. 

2. Attachment 1 is hereby amended to reflect a 2024 price of the following: 

9025.3 – NVE Corporation - Supply (Direct) Amended                                                                               Page 1 of 2