8-K/A

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)

Minnesota	000-12196	41-1424202
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11409 Valley View Road, Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

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:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NVEC	The NASDAQ Stock Market, LLC

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.

2

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.
 

Date  January 3, 2024 NVE CORPORATION
(Registrant)

 /s/ DANIEL A. BAKER
Daniel A. Baker
President & Chief Executive Officer

3

INDEX TO EXHIBITS

Exhibit #	Description
10.1	Indemnification Agreement by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company (incorporated by reference to the Form 8-K filed September 27, 2005).
10.2+	Supplier Partnering Agreement by and between St. Jude and the company (incorporated by reference to the Form 8-K filed January 4, 2006).
10.3	Amendment No. 4 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed February 7, 2011).
10.4	Amendment No. 5 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed April 21, 2016).
10.5*	Amendment No. 8 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed February 2, 2022).
10.6*	Amendment No. 10 to Supplier Partnering Agreement between Abbott and the company (filed with this Current Report on Form 8-K/A).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

+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.

4

EX-10.6

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: 

Part Number 1071000-001 increase from current price of $** to $**; Part Number 100101124 increase from current price of $** to $** and Part Number 100127071 increase from current price of $** to $**.These increases are effective with all shipments made after December 31, 2023.

3.If any provisions of this Amendment and the Agreement conflict, the provisions of this Amendment shall prevail. Except as specifically amended herein, all terms and conditions of the Agreement shall remain in full force and effect. 

4. Each party represents that it has authority to enter into this Amendment. This Amendment may be executed in counterparts, each of which for all purposes shall be deemed an original, and all of which constitute, collectively, one agreement. Facsimile or electronically transmitted signatures shall be deemed effective as originals. 

The parties have caused this Amendment to be signed by their duly authorized representatives, effective as of the Amendment Effective Date.

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

Pacesetter, Inc.       By: /s/ Jonathan Harrington                                 Name: Jonathan Harrington                                 Title: DVP OPERATIONS+SUPPLY CHAIN     Date: 15 December 2023                                   NVE Corporation       By:  /s/ D. Baker                                                  Name:  Daniel A. Baker                                      Title:  President & CEO                                      Date:  12/7/23                                                 

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

XML

Document and Entity Information	Jan. 01, 2006
Details
Registrant CIK	0000724910
Document Type	8-K/A
Document Period End Date	Jan. 01, 2006
Document Effective Date	Jan. 01, 2006
Entity Registrant Name	NVE Corp
Entity Incorporation, State or Country Code	MN
Entity File Number	000-12196
Entity Tax Identification Number	41-1424202
Entity Address, Address Line One	11409 Valley View Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
Entity Address, Address Description	Address of principal executive offices
Phone Fax Number Description	Registrant’s telephone number, including area code
City Area Code	952
Local Phone Number	829-9217
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NVEC
Security Exchange Name	NASDAQ
Amendment Description	to disclose Amendment No. 10 to our Supplier Partnering Agreement dated January 3, 2006
Amendment Flag	true