MOCO Mocon, Inc.

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):

January 15, 2016 (January 14, 2016)

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MOCON, INC.

(Exact name of registrant as specified in its charter)

(763) 493-6370

(Registrant’s telephone number, including area code)

Not applicable.

(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:

On January 14, 2016, MOCON, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Volatile Analysis Corporation (“VAC”) pursuant to which the Company agreed to sell to VAC the assets exclusively used in its business of providing equipment and analytical chemistry services and related formulation, product development, and consulting services, primarily focused on identification of odors and aromas. This business was conducted from the Company’s Round Rock, Texas facility and was formerly conducted under the “Microanalytics” name.

Under the terms of the Agreement, VAC will pay to the Company an aggregate purchase price of $1.3 million in a combination of cash and a promissory note. In connection with the purchase of these assets, (i) VAC will offer to employ or engage each of MOCON’s three employees and two independent contractors who are dedicated to the sold business and (ii) VAC will assume the Company’s obligations under the lease for the facility in Round Rock, Texas.

The purchase and sale of assets contemplated by the Agreement is scheduled to close on February 29, 2016.

The foregoing description of the Agreement is a general description only, does not purport to be a complete description of all terms of the Agreement.

On January 14, 2016, the Company issued a press release announcing its entry into the Agreement with VAC. A copy of the press release is attached to this report as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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

MOCON, INC.

CURRENT REPORT ON FORM 8-K

INDEX TO EXHIBITS

Exhibit 99.1

MOCON enters into an Agreement with Volatile Analysis Corporation to sell its business formerly known as the Microanalytics

January 14, 2016

MINNEAPOLIS, DATE (GLOBE NEWSWIRE) -- MOCON, Inc. (NASDAQ:MOCO) announced today that it has entered into an agreement to sell substantially all the assets of the business which was formerly known as the ‘Microanalytics’ business and which is currently conducted in Round Rock, Texas to Volatile Analysis Corporation of Huntsville, Alabama (“VAC”). The assets of the business sold consist of equipment and analytical chemistry services, formulation, product development, and consulting, primarily focused on identification of odors and aromas.     Volatile Analysis Corporation is a leader in solving odor and aroma problems for its customers. Their goal is to assist customers’ progress from reactionary to preventative planning for odor problems. VAC has unique sensory-analytical teams assimilated to develop personalized odor management strategies for their clients. Katherine Malmay-Bazemore, chief executive officer of VAC said, “These assets and the group of individuals associated with Microanalytics have been solving odor problems for years. We are excited to bring them under the Volatile brand. The combination of Volatiles existing offerings supplemented and integrated with the Microanalytics solutions bring an end-to-end solution for all the specialized chemistry issues and opportunities around odor, flavor, and aroma”.

“We feel VAC will be an excellent fit for this business and believe our customers will be placed in capable hands”, said Don DeMorett, chief operating officer of MOCON. “We believe this aligns with our overall corporate expertise and strategy. We look forward to working with VAC on a smooth transition and partnering with them on future odor and aroma projects.”

About MOCON

MOCON is a leading provider of detectors, instruments, systems and consulting services to research laboratories, production facilities, and quality control and safety departments in the medical, pharmaceutical, food and beverage, packaging, environmental, oil and gas and other industries worldwide. See www.mocon.com for more information. MOCON's shares are traded on the NASDAQ Global Market System under the symbol MOCO. MOCON is a registered trademark of MOCON, Inc.; other trademarks are those of their respective holders.

About Volatile Analysis Corporation

Volatile Analysis Corporation located in the Huntsville AL metropolitan area with a focus in analytical services surrounding volatiles and their associated odors and aromas and a research focus developing technologies and protocols based upon volatile profiles in the fields of disease detection, food safety, and genetics. Volatiles research focus allowed for it becoming an associate company of the renowned Hudson Alpha Institute of Biotechnology.

Contact:

Jeremy Cummings @   Info@volatileanalysis.com

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