Item 8.01. Other Events.
On May 8, 2023, Zomedica, Inc. (“Zomedica”), a U.S. subsidiary of Zomedica Corp. (“Zomedica Corp”), provided Structured Monitoring Products, Inc., a Florida corporation (“SMP”), with written notice of its intention to exercise its irrevocable option (the “Option Exercise Notice”) to acquire all rights for the use of SMP’s intellectual property and technology used in SMP’s VetGuardian product line for use in treatment, monitoring or other use with non-human animals (the “SMP Acquisition Option”). Concurrently with its delivery of the Exercise Notice, Zomedica made a nonrefundable cash payment to SMP of $250,000, which will be credited toward the purchase price. Zomedica now intends to promptly commence conducting due diligence with respect to the Acquisition (defined below).
A more detailed description of the terms and conditions of the SMP Acquisition Option is provided below.
Convertible Note Purchase Agreements and Notes
Zomedica, SMP, and the equity holders of SMP (the “SMP Holders”) entered into a series of three Convertible Note Purchase Agreements (collectively, the “Note Purchase Agreements”) whereby SMP issued and sold unsecured convertible promissory notes to Zomedica in the aggregate principal amount of $2.750 million USD each bearing interest at a rate of 8% per annum (collectively, the “Notes”).
Pursuant to the Note Purchase Agreements and the Notes, SMP and the SMP Holders granted Zomedica an irrevocable option to acquire all rights for the use of SMP’s intellectual property and technology used in SMP’s VetGuardian product line for the treatment, monitoring or other use with non-human animals.
The SMP Acquisition Option
Exercise of the SMP Acquisition Option gives Zomedica the right to purchase from the SMP Holders 100% of the issued and outstanding shares of SMP’s capital stock or substantially all of SMP’s assets (such transaction is referred to herein as the “Acquisition”), with the purchase price to be determined based upon an enterprise value of $18 million.
Zomedica, SMP and the SMP Holders will promptly cooperate in good faith to prepare, execute and deliver a purchase agreement to govern the terms and conditions of the Acquisition. Consummation of the Acquisition is contingent on the completion of a full due diligence investigation to the satisfaction of Zomedica for a period of 120 days (the “Negotiation Period”). If definitive agreements governing the Acquisition have not been executed and delivered by the parties prior to expiration of the Negotiation Period for a reason other than the parties’ failure to negotiate in good faith, the SMP Acquisition Option and Zomedica’s rights thereunder will terminate.
Unless agreed otherwise by Zomedica and SMP, at the closing of the Acquisition, SMP will enter into a sublicense agreement with an entity designated by a majority of the SMP Holders (“NewCo”) pursuant to which SMP will grant to NewCo a perpetual exclusive, worldwide license to use the intellectual property and technology of SMP used in the VetGuardian product line for use in treatment, monitoring or other commercial use with humans. Such sublicense will be royalty-free with the exception of a pass-through of sublicense royalty fees required to be paid to the University of Florida Research Foundation, Incorporated (“UFRF”) under the License Agreement With Know-How with UFRF in respect of NewCo’s net sales of products utilizing the subject intellectual property.
On May 8, 2023, the Company issued a press release announcing the exercise of the SMP Acquisition Option. The press release, dated May 8, 2023, is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Exhibits.
(d) Exhibits
