LCTC signs S-4 stock merger deal with Electronic Systems Technology

Rhea-AI Filing Summary

Lifeloc Technologies (LCTC) announced a merger agreement with Electronic Systems Technology (ELST). A newly formed Lifeloc subsidiary will merge into ELST, and ELST will continue as a wholly owned subsidiary of Lifeloc. ELST shareholders will receive Lifeloc common stock based on an agreed exchange ratio, with cash paid in lieu of fractional shares.

Closing is subject to customary conditions, including ELST shareholder approval, the effectiveness of a Form S-4 registration statement for the shares to be issued, and required regulatory approvals. The agreement includes customary representations, warranties, covenants, termination rights, and conditions.

Insights

M&A and Capital Markets Analyst

Stock-for-stock merger; closing depends on S-4 and approvals.

Lifeloc Technologies plans an all-stock merger where a newly formed subsidiary combines with ELST, leaving ELST as a wholly owned subsidiary. Consideration is in Lifeloc common stock per an exchange ratio, with cash only for fractional shares. This structure typically aims to align ownership without immediate cash outlay.

The deal lists standard closing conditions: ELST shareholder approval, SEC effectiveness of a Form S-4 registering the shares to be issued, and any required regulatory approvals. These conditions govern timing and completion risk.

Operational and financial impact will hinge on the exchange ratio and post-merger integration terms, which were not detailed in the excerpt. Subsequent SEC filings, including the S-4, typically provide the ratio, pro forma financials, and risk factors that frame valuation and dilution dynamics.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2025 (October 9, 2025)

LIFELOC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Colorado		000-54319		84-1053680
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

12441 West 49th Ave., Unit 4
Wheat Ridge, CO		80033
(Address of Principal Executive Offices)		(Zip Code)

(303) 431-9500

(Registrant’s telephone number, including area code)

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: 

☐	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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LCTC	N/A

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.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2025, Lifeloc Technologies, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Electronic Systems Technology, Inc., a Washington corporation (“ELST”).

The Merger Agreement provides that, subject to the terms and conditions set forth therein, a wholly owned subsidiary to be formed by the Company (“Merger Sub”) will merge with and into ELST, with ELST surviving as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, each outstanding share of common stock of ELST will be converted into the right to receive shares of common stock of the Company in accordance with an agreed exchange ratio, with cash paid in lieu of any fractional shares.

Consummation of the Merger is subject to customary closing conditions, including approval of ELST’s shareholders, effectiveness of the Company’s registration statement on Form S-4 covering the shares to be issued under the Merger Agreement, and receipt of any required regulatory approvals. The Merger Agreement contains customary representations, warranties, covenants, termination rights, and conditions.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated October 9, 2025, by and among Lifeloc Technologies, Inc. and Electronic Systems Technology, Inc.*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request. 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  October 14, 2025	LIFELOC TECHNOLOGIES, INC.
	By:	/s/ Vern D. Kornelsen
		Vern D. Kornelsen Chief Financial Officer and Secretary

FAQ

What did Lifeloc Technologies (LCTC) announce?

Lifeloc entered an Agreement and Plan of Merger with Electronic Systems Technology (ELST), using a newly formed subsidiary to merge into ELST.

What will ELST shareholders receive in the LCTC transaction?

Each ELST share will convert into the right to receive shares of Lifeloc common stock per an agreed exchange ratio; cash will be paid for fractional shares.

Who will be the surviving entity after the merger closes?

ELST will survive the merger and become a wholly owned subsidiary of Lifeloc Technologies.

What approvals are required before the LCTC-ELST merger can close?

Closing requires ELST shareholder approval, effectiveness of Lifeloc’s Form S-4, and any required regulatory approvals.

What SEC filing will cover the shares issued by LCTC in the merger?

A registration statement on Form S-4 will cover the Lifeloc shares to be issued under the merger agreement.

Does the merger include a cash component?

Consideration is in Lifeloc common stock, with cash paid only in lieu of fractional shares.