McKean Defense Group, LLC signed a letter of intent to acquire Mikros Systems Corporation (OTCPK:MKRS) for $7.2 million on August 7, 2020. The offer per share is $0.2 per share. McKean Defense Group, LLC signed a revised letter of intent to acquire Mikros Systems Corporation for $4.7 million on October 4, 2020. McKean Defense Group, LLC signed a definitive agreement to acquire Mikros Systems Corporation on November 12, 2020. Under the terms of agreement, McKean will acquire all of the outstanding common stock of Mikros for cash payment of $0.13 per share. Restricted stock award will be cancelled and converted into the right to receive per-share merger consideration of each outstanding shares in cash. A change in control payment of $0.225 million to be paid to Mark Malone. If the merger is completed, Mikros stockholders will be entitled to appraisal rights. The merger agreement is not subject to any financing contingency and the purchase price will be funded through cash and cash equivalents on hand at closing and availability under existing credit facility. The anticipated total amount of funds necessary to consummate the merger and the related transactions will be approximately $4.6 million. Mikros Systems Corporation will be a wholly owned subsidiary of McKean Defense. Mark J. Malone, the Chief Financial Officer and a director of Mikros, entered into a Settlement and Release Agreement. Thomas J. Meaney, the Chief Executive Officer and a director of Mikros, entered into a non-competition and non-solicitation agreement with McKean Defense. In case of termination, Mikros will be liable to pay McKean a termination fee of $0.175 million. Walter T. Bristow, Chief Operating Officer and President of the Mikros, entered into an employment agreement to serve as President of the Mikros effective upon closing of the transaction. Chuck Bristow, the Chief Operating Officer and President of the Mikros to serve as President of Mikros effective upon closing of the merger. The transaction is subject to the approval by Mikros shareholders, minimum balance sheet requirements, dissenters rights limited shall be less than seven percent (7%) of the number of Mikros shares outstanding immediately prior to the closing, regulatory approvals and other customary closing conditions. As per amended filing, there are no anti- trust or other regulatory approvals required in order to consummate the merger, other than the filing of the Certificate of Merger with the Secretary of State of Delaware. The Board of Directors of Mikros, unanimously recommends the shareholders to vote for the merger. Obtaining a novation with respect to any prime contract of Mikros identified on a schedule to the merger agreement if required. The boards of directors of both McKean and Mikros unanimously approved the transaction. As of January 28, 2021, Mikros has obtained the requisite stockholder approval in connection with its pending merger transaction. The transaction is expected to close in the first quarter of 2021. As of January 28, 2021, McKean and Mikros expect the merger transaction to close effective on or about January 30, 2021. Edward C. Renenger of Stevens & Lee P.C. acted as legal advisor to McKean. Vincent A. Vietti of Fox Rothschild LLP acted as legal advisor to Mikros. Spouting Rock Capital Advisors, LLC acted as financial advisor and GuideCap Partners LLC provided the fairness opinion to Mikros and will be paid a fee of $40,000. Continental Stock Transfer & Trust Company acted as Transfer Agent and Morrow Sodali, LLC acted as proxy solicitor for Mikros. Mikros will pay approximately $10,000 plus reimbursement of out- of- pocket expenses to Morrow Sodali.