Think Research Corporation (TSX-V:THNK, OTCQB:THKKF) said it has amended certain terms relating to its previously completed acquisition of BioPharma Services Inc which closed on September 10, 2021.
The amendment relates to the deferred consideration in the aggregate amount of $6,500,000 owing pro rata to the sellers in connection with the transaction.
"The amendments to the terms governing the Deferred Consideration provide Think with additional flexibility in discharging such obligations and will allow us to soften any resulting dilution to Think shareholders,” Sachin Aggarwal, CEO, Think Research, said in a statement.
“In addition, the terms of the amendments help us to maximize liquidity and cash on our balance sheet over time. This BioPharma acquisition was transformative for Think and we look forward to strong performance in the current and future quarters," he added.
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The deferred consideration was previously payable pro rata to the sellers in two equal installments of $3,250,000 through the issuance of common shares. The aggregate amount of the deferred consideration remains unchanged at $6,500,000 and the amendment allows the company to satisfy the outstanding amount in any combination of shares and/or cash. The company may also make early pre-payment with the maximum number of shares to be issued not exceeding 12,750,000.
Payment of the deferred consideration is as follows:
- The issuance of 4,840,036 shares
- $1,250,000 in aggregate to be paid in equal installments commencing on December 10, 2022, and on each of March 10, 2023, June 10, 2023, September 10, 2023, and December 10, 2023, with interest thereon accruing at 5.5% per annum and payable on the same dates
- $3,250,000 in aggregate to be paid in equal installments commencing on December 10, 2022, and on each of March 10, 2023, June 10, 2023, September 10, 2023, and December 10, 2023, with interest thereon accruing at 5.5% per annum and payable on the same dates
- On the closing date, an aggregate of 7,562,690 shares were issued to the sellers pursuant to the closing share consideration and for indemnity escrow purposes, and an additional 505,417 shares were issued to certain former stock option holders of BioPharma.
Think Research is an industry leader in delivering knowledge-based digital health software solutions. Its mission is to organize the world's health knowledge so everyone gets the best care. The company gathers, develops, and delivers knowledge-based solutions globally to customers which typically include enterprise clients, hospitals, health regions, healthcare professionals, and/or governments.
Contact the author at jon.hopkins@proactiveinvestors.com