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):
May 1, 2019
Dynasil Corporation
of America
(Exact name of registrant as specified in
its charter)
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Delaware
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001-35011
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22-1734088
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(State or other
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(Commission File Number)
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(IRS Employer
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jurisdiction of incorporation)
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Identification No.)
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313 Washington Street, Suite 403, Newton,
MA 02458
(Address of principal executive offices)
(617)-668-6855
(Registrant's telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock
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DYSL
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Nasdaq Capital Market
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events
On May 1, 2019, the Board of Directors
(the “Board”) of Dynasil Corporation of America, a Delaware corporation (the “Company”), upon the
recommendation of the Special Committee of the Board consisting of independent directors, approved a transaction whereby the Company
would effect a reverse/forward stock split of the Company’s shares of common stock, in conjunction with terminating the Company’s
public company reporting obligations and delisting the Company’s common stock from the Nasdaq Capital Market, subject to
obtaining the requisite approval of the Company’s stockholders at a Special Meeting of Stockholders to be held for that purpose,
which is currently expected to occur in the summer of 2019.
Specifically, the Board recommended
and approved a transaction whereby the Company would effect a 1-for-8,000 reverse stock split of the Company’s common stock
(the “Reverse Stock Split”), followed immediately by a 8,000-for-1 forward stock split of the Company’s common
stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Transaction”). Stockholders
owning fewer than 8,000 shares of common stock at the effective time of the Transaction would receive $1.15 in cash, without interest,
for each share of common stock held by them at the effective time of the Transaction, and thereafter they would no longer be stockholders
of the Company. Stockholders owning 8,000 or more shares at the effective time of the Transaction (“Continuing Stockholders”)
would not be entitled to receive any cash for their fractional share interests resulting from the Transaction, if any. The Forward
Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and fractional share interests
held by the Continuing Stockholders back into the same number of shares of the Company’s common stock held by such Continuing
Stockholders immediately before the effective time of the Transaction. As a result of the Forward Stock Split, the total number
of shares of the Company’s common stock held by a Continuing Stockholder would not change as a result of the Transaction.
The Company estimates that approximately 1.4 million shares of the Company’s common stock (or less than 8% of the shares
of common stock currently outstanding) would be cashed out in the Transaction and the aggregate cost to the Company of the Transaction
would be approximately $1.6 million, plus transaction expenses, which are estimated to be approximately $650,000. The Company expects
to fund such costs using cash-on-hand and borrowings available under its existing credit facilities.
The Transaction will be submitted to
a vote of the Company’s stockholders at a Special Meeting of Stockholders to be called for that purpose. The Board has instructed
the Company’s management to prepare and file a preliminary proxy statement with respect to the Transaction. Approval of the
Transaction requires the affirmative vote of a majority of the shares cast (represented in person or by proxy) and entitled to
vote at the Special Meeting of Stockholders. As of May 1, 2019, the Company’s directors and executive officers owned approximately
37% of the issued and outstanding shares of the Company’s common stock and are expected to vote “FOR” the transaction.
The terms and contemplated timeline of the Transaction, including the manner of determining the fair value for fractional share
interests to be cashed out in the Transaction, will be set forth in the preliminary proxy statement and a transaction statement
on Schedule 13E-3 filed by the Company outlining the Transaction. The Transaction may be considered a “going private”
transaction as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as it is part of a plan to terminate the registration of (or “deregister”) the Company’s common stock under Section
12(g) of the Exchange Act and suspend the Company’s duty to file periodic reports and other information with the SEC under
Section 13(a) thereunder, and to delist the Company’s common stock from the Nasdaq Capital Market.
If consummated, the Reverse Stock Split
and Forward Stock Split would apply directly only to record holders of the Company’s common stock. Persons who hold shares
of the Company’s common stock in “street name” are encouraged to contact their bank, broker or other nominee
for information on how the Transaction may affect any shares of the Company’s common stock held for their account.
The Board may abandon the Transaction
at any time prior to the filing and effectiveness of the applicable amendments to the Company’s certificate of incorporation,
even after stockholder approval, if the Board determines in its business judgment that the Transaction is no longer in the best
interests of the Company or its stockholders.
On May 2, 2019, the Company issued
a press release and letter to employees announcing the Transaction. The press release and letter are attached hereto as Exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Additional Information and Where to Find It
THIS CURRENT REPORT ON FORM 8-K IS
ONLY A BRIEF DESCRIPTION OF THE TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL
ANY SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3,
WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO A SPECIAL MEETING
OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED
BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS
THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST
ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED
BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO DYNASIL CORPORATION OF AMERICA, 313 WASHINGTON STREET,
SUITE 403 NEWTON, MASSACHUSETTS 02458, ATTENTION: SECRETARY.
Dynasil and its directors and executive
officers may be deemed to be participants in the solicitation of proxies in connection with the Transaction. Information concerning
such participants is set forth in the proxy statement for Dynasil’s 2019 annual meeting of stockholders, which was filed
with the SEC on Schedule 14A on January 10, 2019. To the extent that holdings of Dynasil’s securities have changed since
the amounts printed in Dynasil’s proxy statement, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants in the solicitation
of proxies in connection with the Transaction will be included in the proxy statement to be filed by Dynasil with the SEC in connection
with the Transaction.
Forward Looking Statements
This Current Report on Form 8-K may
contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which
provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so
long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement. Such forward-looking statements include statements about the
perceived benefits and costs of the Transaction, the number of shares of the Company’s common stock that are expected to
be cashed out in the Transaction and the timing and stockholder approval of the Transaction. Such forward-looking statements are
subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to
differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially
from such forward-looking statements. The forward-looking statements relating to the Transaction are based on the Company’s
current expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties,
including the many variables that may impact the Company’s projected cost savings, variables and risks related to consummation
of the Transaction, SEC regulatory review of the Company’s filings related to the Transaction, and the continuing determination
of the Board of Directors and Special Committee that the Transaction is in the best interests of all stockholders. The Company
assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes
in other factors affecting such forward-looking statements.
SIGNATURES
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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DYNASIL CORPORATION OF AMERICA
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Date: May 2, 2019
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By:
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/s/ Peter Sulick
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Name:
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Peter Sulick
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
Exhibit 99.1
Contact:
Patty Kehe
Corporate Secretary
Dynasil Corporation of America
Phone: 617.668.6855
pkehe@dynasil.com
Dynasil Corporation
of America’s Board of Directors Approves Plan to Terminate Registration of Its Common Stock
NEWTON, MA, May 2, 2019 – Dynasil
Corporation of America (Nasdaq:DYSL) today announced that a Special Committee of independent directors has recommended, and its
Board of Directors has approved, a plan to cease the registration of the Company’s common stock under the federal securities
laws following the completion of a proposed reverse stock split transaction and to delist its shares of common stock from trading
on the Nasdaq Capital Market. It is expected that this plan would be effectuated in late summer 2019, subject to Dynasil’s
stockholders approving the proposed reverse stock split at a Special Meeting of Stockholders to be held for that purpose, as described
below.
Dynasil is taking these steps to avoid
the substantial cost and expense of being a public reporting company and to focus the Company’s resources on enhancing long-term
stockholder value. The Company anticipates savings exceeding $900,000 on an annual basis as a result of the proposed deregistration
and delisting transaction.
The proposed reverse stock split is
a 1-for-8,000 split, in which holders of less than 8,000 shares of the Company’s common stock would be cashed out at a price
of $1.15 per share for their fractional shares. Such price represents a premium above the common stock’s closing price on
May 1, 2019 and is supported by a fairness opinion by Mirus Capital Advisors Inc., whom the Special Committee engaged for such
purpose. Stockholders owning 8,000 or more shares of the Company’s common stock prior to the reverse stock split would remain
stockholders in Dynasil, which would no longer be encumbered by the expenses and distraction of a public reporting company. The
number of shares they would own following the proposed transaction would be unchanged, as immediately after the reverse stock split
a forward split of 8,000-for-1 would be applied to the continuing stockholders, negating any effects to them. Dynasil estimates
that approximately 1.4 million shares (or less than 8% of the shares of its common stock currently outstanding) would be cashed
out in the proposed transaction and the aggregate cost to the Company of the proposed transaction would be approximately $1.6 million,
plus transaction expenses, which are estimated to be approximately $650,000. Dynasil intends to fund such costs using cash-on-hand
and borrowings available under its existing credit facilities.
Dynasil’s Board of Directors
has determined the proposed transaction is in the best interests of all of the Company’s stockholders. Dynasil currently
realizes none of the traditional benefits of public company status, yet incurs all of the significant annual expenses and indirect
costs associated with being a public company. Without its public company status, Dynasil would have an ongoing cost structure befitting
its current and foreseeable scale of operations and its management would be able to have an increased focus on core operations.
The purpose of the reverse stock split is to (i) help Dynasil stay below 300 record holders of its common stock, which is the level
at which SEC public reporting obligations are required, (ii) offer liquidity to smaller stockholders at $1.15 per share without
a brokerage commission and (iii) provide all stockholders the opportunity to vote on this matter. Among the factors considered
by Dynasil’s Board of Directors were:
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the significant ongoing costs and management time and effort involved
in the Company remaining a public company, including the preparation and filing of periodic and other reports with the SEC and
compliance with Sarbanes-Oxley Act and other applicable requirements;
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the limited trading volume and liquidity of the Company’s common
stock;
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the business and operations of the Company are expected to continue
substantially as presently conducted, except without the burden of public company costs;
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enabling the Company’s stockholders with the smallest holdings,
who represent a disproportionately large number of the record holders of Company’s common stock, to liquidate their holdings
in the Company’s common stock and receive a premium over current market prices without incurring brokerage commissions;
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the determination of Mirus Capital Advisors Inc., independent fairness
opinion provider to the Special Committee, that the transaction consideration for the fractional shares is fair from a financial
point of view to the unaffiliated stockholders; and
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as a result of the deregistration and delisting, the ability of the
Company’s management and employees to focus their time, effort and resources on the Company’s long-term growth and
increasing long-term stockholder value.
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Subject to regulatory clearance of
the Company’s proxy statement to be filed relating to the proposed stock splits and stockholder approval thereof, it is anticipated
that the proposed transaction would become effective shortly after the Special Meeting of Stockholders, which is expected to be
held in the summer of 2019. Approval of the proposed transaction requires the affirmative vote of a majority of the shares cast
(represented in person or by proxy) and entitled to vote at the Special Meeting. As of May 1, 2019, the Company’s directors
and executive officers owned approximately 37% of the issued and outstanding shares of the Company’s common stock and are
expected to vote “FOR” the transaction.
Promptly after the Special Meeting,
the Company expects to terminate the registration of its common stock with the SEC and delist its common stock from the Nasdaq
Capital Market. As a result, at such time, (i) the Company would cease to file annual, quarterly, current and other reports and
documents with the SEC, and stockholders would cease to receive annual reports and proxy statements, and (ii) the Company’s
common stock would no longer be listed on the Nasdaq Capital Market.
If consummated, the proposed stock
splits would apply directly only to record holders of the Company’s common stock. Persons who hold shares of common stock
in “street name” are encouraged to contact their bank, broker or other nominee for information on how the proposed
transaction may affect any shares of the Company’s common stock held for their account.
The Board reserves the right to change
the ratio of the reverse stock split to the extent it believes it is necessary or desirable in order to accomplish the Company’s
goal of staying below 300 record holders. The Board may also abandon the proposed reverse stock split at any time prior to the
completion of the proposed transaction if it believes the proposed transaction is no longer in the best interests of the Company
or its stockholders.
Additional Information and Where to Find It
THIS PRESS RELEASE IS ONLY A BRIEF
DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY
SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3,
WITH THE SEC CONCERNING THE PROPOSED STOCK SPLITS. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO A
SPECIAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN
THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE
COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE
AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT
WWW.SEC.GOV
. WHEN THOSE DOCUMENTS
BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING
A REQUEST TO DYNASIL CORPORATION OF AMERICA, 313 WASHINGTON STREET, SUITE 403 NEWTON, MASSACHUSETTS 02458, ATTENTION: SECRETARY.
Dynasil and its directors and executive
officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
concerning such participants is set forth in the proxy statement for Dynasil’s 2019 annual meeting of stockholders, which
was filed with the SEC on Schedule 14A on January 10, 2019. To the extent that holdings of Dynasil’s securities have changed
since the amounts printed in Dynasil’s proxy statement, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants in the solicitation
of proxies in connection with the proposed transaction will be included in the proxy statement to be filed by Dynasil with the
SEC in connection with the proposed transaction.
About Dynasil Corporation of America
Dynasil Corporation of America develops,
markets, manufactures, and sells detection, sensing, and analysis technology and optical components in the United States, Europe,
and internationally. It operates through three segments: Optics, Innovation and Development, and Biomedical. The Optics segment
supplies synthetic crystals, optical materials, components, and coatings that are used in devices, such as baggage scanners, medical
imaging systems, optical instruments, lasers, analytical instruments, automotive components, semiconductor/electronic devices,
spacecraft/aircraft components, and advertising displays in the medical, industrial, and homeland security/defense sectors. The
Innovation and Development segment develops advanced technology in materials, sensors, and prototype instruments that detect or
measure radiation, light, magnetism, or sound for use in security, medical, and industrial applications. The Biomedical segment
engages in the development of tissue sealant products. The Company distributes its products through direct sales and marketing
staff, as well as through manufacturer's representatives and distributors. Dynasil Corporation of America was founded in 1960 and
is headquartered in Newton, Massachusetts.
Forward-Looking Statements
This press release may contain forward-looking
statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor”
for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied
by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those
discussed in the statement. Such forward-looking statements include statements about the perceived benefits and costs of the proposed
transaction, the number of shares of the Company’s common stock that are expected to be cashed out in the proposed transaction
and the timing and stockholder approval of the proposed transaction. Such forward-looking statements are subject to a number of
known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from
those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking
statements. The forward-looking statements relating to the transaction discussed above are based on the Company’s current
expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties, including
the many variables that may impact the Company’s projected cost savings, variables and risks related to consummation of the
proposed transaction, SEC regulatory review of the Company’s filings related to the proposed transaction, and the continuing
determination of the Board of Directors and Special Committee that the proposed transaction is in the best interests of all stockholders.
The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions
or changes in other factors affecting such forward-looking statements.
Exhibit 99.2
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Dynasil
313 Washington Street Suite 403
Newton, MA 02458
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To: All Dynasil Employees
From: Peter Sulick, President and CEO
Date: May 2, 2019
Re: Recent Board Action
Dear Employees,
Yesterday, the Dynasil Board approved a
plan to potentially cease the registration of the Company's stock under federal securities laws and to delist its shares of stock
from trading on the Nasdaq Capital Market, subject to shareholder approval later in the year. Dynasil is taking these steps to
avoid the substantial cost and expense of being an SEC reporting company and to focus the Company's resources on enhancing long-term
stockholder value. The Company anticipates savings exceeding $900,000 on an annual basis as a result of the proposed deregistration
and delisting transaction.
In order to execute this plan Dynasil will
complete a reverse stock split. Dynasil’s stockholders will vote on the proposed reverse stock split at a Special Meeting
of Stockholders, to be held this summer. Additional details about the transaction are available in the press release and Form 8-K
issued and filed by Dynasil this morning. Additional information will become available later in May when the Preliminary Proxy
is filed with the SEC. Subject to the outcome of the Special Meeting of Stockholders, the delisting and deregistration will take
place shortly afterwards.
Dynasil’s Board of Directors has
determined the proposed transaction is in the best interests of all of the Company’s stockholders, both the stockholders
who would be cashed out, as well as those remaining. Dynasil currently realizes none of the traditional benefits of public company
status, yet incurs all of the significant annual expenses and indirect costs associated with being a public company. Without the
public company status, Dynasil will have an ongoing cost structure befitting its current and foreseeable scale of operations. Additionally,
its management will be able to have an increased focus on core operations.
Please note that the Employee Stock Purchase
Plan (the “ESPP”) will be suspended following the exercise of current participants’ purchase rights on June
28, 2019. Between today and June 28, 2019, no new participants can begin contributing to the ESPP, nor can the current participants
change their contribution level. Current participants, however, can elect not to have shares purchased for them on June 28, 2019
by notifying Patty Kehe at
pkehe@dynasil.com
or 617-668-6855 by
no later than June
21, 2019
.
We will file a Preliminary Proxy Statement
with the SEC in the near future containing more information on this transaction, including extensive background on the Board’s
rationale for the decision and how the price and split ratios were determined.
Additional Information
THIS COMMUNICATION IS ONLY A BRIEF
DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY
SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3,
WITH THE SEC CONCERNING THE PROPOSED TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO A SPECIAL
MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS
PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS
THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST
ON THE SEC’S WEBSITE AT
WWW.SEC.GOV
. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE
PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO DYNASIL
CORPORATION OF AMERICA, 313 WASHINGTON STREET, SUITE 403 NEWTON, MASSACHUSETTS 02458, ATTENTION: SECRETARY.
Dynasil and its directors and executive
officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
concerning such participants is set forth in the proxy statement for Dynasil’s 2019 annual meeting of stockholders, which
was filed with the SEC on Schedule 14A on January 10, 2019. To the extent that holdings of Dynasil’s securities have changed
since the amounts printed in Dynasil’s proxy statement, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants in the solicitation
of proxies in connection with the proposed transaction will be included in the proxy statement to be filed by Dynasil with the
SEC in connection with the proposed transaction.
Forward Looking Statements
This communication may contain forward-looking
statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied
by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those
discussed in the statement. Such forward-looking statements include statements about the perceived benefits of the proposed transaction,
as well as the timing and stockholder approval of the proposed transaction. Such forward-looking statements are subject to a number
of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially
from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such
forward-looking statements. The forward-looking statements relating to the transaction discussed above are based on the Company’s
current expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties,
including the many variables that may impact the Company’s projected cost savings, variables and risks related to consummation
of the proposed transaction, SEC regulatory review of the Company’s filings related to the proposed transaction, and the
continuing determination of the Board of Directors and Special Committee of the Board of Directors that the proposed transaction
is in the best interests of all stockholders. The Company assumes no obligation for updating any such forward-looking statements
to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
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