Sharps Technology Signs Asset Purchase Agreement to Acquire InjectEZ Specialty Copolymer Syringe Manufacturing Facility and a 10-Year Purchase Agreement for Over $400 Million from Nephron Pharmaceuticals
26 September 2023 - 10:30PM
Sharps Technology, Inc. (the “Company”) (NASDAQ: “STSS” and
“STSSW”), an innovative medical device and pharmaceutical packaging
company offering patented, best-in-class syringe products, and
Nephron Pharmaceuticals Corporation, (“Nephron”) a privately owned
U.S. leader in contract manufacturing and 503B outsourcing,
announce the signing of an Asset Purchase Agreement (APA) to
acquire Nephron’s InjectEZ specialty syringe manufacturing
facility. This includes a 10-Year purchase agreement for over $400
Million from Nephron Pharmaceuticals for next-generation copolymer
prefillable syringe systems. Product delivery is scheduled for the
first quarter of 2024 with revenue totaling approximately $30
Million for the first twelve months of production and subsequent
revenue of over $45 Million per year beginning in 2025, and
continuing through 2033.
Management Comments:“These
transactions represent a transformative event for the Company,”
commented Soren Christiansen, Board Chairman of Sharps Technology.
“Recruiting Robert Hayes as our CEO two years ago was a substantial
achievement for Sharps Technology and its shareholders. Robert has
built a strong team, and together they worked through a successful,
multi-month financing process that resulted in selecting a funding
partner that is poised to provide up to $75 Million in debt
financing to be used for the transaction. The Company will now have
manufacturing operations in Europe and the United States and this
deal will generate significant short and long-term revenue. This
transaction enables Sharps to enter the highly profitable copolymer
prefillable syringe segment, which has the highest growth in the
syringe market place. The Company is well positioned for future
growth and providing meaningful benefits to both patients and
shareholders.”
“I would like to thank Bill and Lou Kennedy, and
the Nephron team, for their commitment since the inception of the
manufacturing and research partnership that was signed in 2022,”
commented Robert Hayes, Sharps Technology CEO. “With this landmark
purchase agreement in place for our copolymer prefillable syringes,
we will accelerate the realization of our shared goals with the
Kennedys, transition the Company to revenue, and propel Sharps into
a new phase of growth and sustainability. At the forefront of our
growth trajectory are our copolymer based prefillable syringe
systems, a sector that is experiencing escalating market demand and
is poised to shape the future of Sharps. We are excited about the
opportunities that lie ahead as we strengthen our relationship with
Nephron and will update our shareholders as the transaction
advances.”
10-Year Purchase Agreement:As a
result of the proposed acquisition of InjectEZ, Nephron has agreed
to a 10-year Purchase Agreement for Sharps’ next-generation
copolymer prefillable 10 mL and 50 mL syringes with minimum orders
for over $400 Million over the period. Product delivery is
scheduled for the first quarter of 2024 with revenue totaling
approximately $30 Million for the first twelve months of
production, with subsequent revenue of over $45 Million per year
beginning in 2025, and continuing through 2033.
The Acquisition: The $50
Million acquisition of the InjectEZ enables Sharps to commercialize
innovative copolymer prefillable syringe systems to the healthcare
market beginning with Nephron Pharmaceuticals as the first client.
InjectEZ is a new state-of-the-art facility with fully automated
syringe system manufacturing, packaging, and distribution in West
Columbia, South Carolina. This advanced facility is the only fully
dedicated, specialized COC (cyclic olefin copolymer) prefillable
syringe manufacturing plant in North America and was designed with
innovative manufacturing capabilities to produce specialty syringe
systems. The agreement will leverage synergies from both companies
and enable Sharps to further support Nephron Pharmaceuticals in
their growth strategy for fill-finish products.
The Financing: To finance the
acquisition, Sharps retained Lampert Capital Advisors, a provider
of complex financing solutions to publicly traded, privately held,
and entrepreneurially backed companies. Lampert is engaged in a
financing process that has resulted, to date, in a signed term
sheet with a leading middle-market lender for up to $75 Million in
debt financing to be used for the acquisition of InjectEZ,
production line enhancements, working capital, transaction fees and
expenses, and general corporate purposes.
Formal terms of the APA and purchase agreement
are included in the Company's Current Report on Form 8-K that was
filed with the SEC on September 26, 2023. The acquisition is
expected to close within 60 days upon the satisfaction of customary
closing conditions. The Company’s ability to close the transaction
depends on its ability to obtain committed financing for debt and
preferred financing to acquire InjectEZ’s assets. There can be no
guarantee that binding agreements will be entered into or
sufficient capital will be raised to fund the acquisition and
performance under the APA and purchase agreement. The Company will
provide customary disclosure for the closing of the transaction
through a press release and Form 8-K filing.
About Sharps Technology:Sharps
Technology is an innovative medical device and pharmaceutical
packaging company offering patented, best-in-class smart-safety
syringe products to the healthcare industry. The Company’s product
lines focus on providing ultra-low waste capabilities, that
incorporate syringe technologies that use both passive and active
safety features. Sharps also offers products that are designed with
specialized copolymer technology to support the prefillable syringe
market segment. The Company has a manufacturing facility in Hungary
and has partnered with Nephron Pharmaceuticals to expand its
manufacturing capacity in the U.S. For additional information,
please visit www.sharpstechnology.com.
Forward-Looking Statements:This
press release contains “forward-looking statements”.
Forward-looking statements reflect our current view about future
events. When used in this press release, the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan,”
“poised” or the negative of these terms and similar expressions, as
they relate to us or our management, identify forward-looking
statements. Such statements, include, but are not limited to,
statements contained in this press release relating to our business
strategy, our future operating results and liquidity, and capital
resources outlook. Forward-looking statements are based on our
current expectations and assumptions regarding our business, the
economy, and other future conditions. Because forward–looking
statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Our actual results may differ materially from
those contemplated by the forward-looking statements. They are
neither statements of historical fact nor guarantees of assurance
of future performance. We caution you therefore against relying on
any of these forward-looking statements. Important factors that
could cause actual results to differ materially from those in the
forward-looking statements include, without limitation, our ability
to raise capital to fund continuing operations; our ability to
protect our intellectual property rights; the impact of any
infringement actions or other litigation brought against us;
competition from other providers and products; our ability to
develop and commercialize products and services; changes in
government regulation; our ability to complete capital raising
transactions; and other factors relating to our industry, our
operations and results of operations. Actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned. Factors or events that could cause
our actual results to differ may emerge from time to time, and it
is not possible for us to predict all of them. We cannot guarantee
future results, levels of activity, performance, or achievements.
The Company assumes no obligation to update any forward-looking
statements in order to reflect any event or circumstance that may
arise after the date of this release.
Investor Relations: |
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US Investor Relations: |
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Adam Holdsworth, Managing Director |
Craig Brelsford, Specialist |
TraDigital IR |
RedChip Companies Inc. |
adam@tradigitalir.com |
craig@redchip.com |
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