908 Devices Inc. (MASS): M&A transaction — 908 Devices acquires RedWave Technology for $53.5M in cash and stock; expands forensics portfolio

908 Devices Inc.

Initial consideration: $45M cash + 1.5M shares ($8.5M); total $53.5M. Up to 4M earnout shares (≈$22.7M) if revenue hits $37M-$45M over 2 years.
RedWave 2023 unaudited: revenue $13.7M (+20%+ YoY), gross margin 52%, operating margin 15%. Expected to add $11M to 2024 revenue (8 months).
RedWave provides portable FTIR analyzers; complements 908 Devices' mass spec devices for forensics, industrial QC and PAT applications.
Acquisition closed April 29, 2024; RedWave becomes wholly-owned subsidiary. Sellers subject to 180-day lock-up on closing shares.
RedWave employs 39, has placed >700 analyzers in >20 countries; CEO Jon Frattaroli joins as VP, Strategy at 908 Devices.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

908 Devices Inc. completed an acquisition involving CAM3 HoldCo, LLC (Seller Entity) for $45.0 million in cash and 1,497,171 unregistered shares of common stock (closed 2024-04-29).

Action: acquisition
Counterparty: CAM3 HoldCo, LLC (Seller Entity)
Consideration: $45.0 million in cash and 1,497,171 unregistered shares of common stock
Closing: 2024-04-29

Exact text from the filing

of Seller Entity’s right, title and interest in and to all of the issued and outstanding equity interests of RedWave (the “Transaction”), in exchange for an initial payment of $45.0 million in cash (the “Cash Consideration”), and 1,497,171 unregistered shares of common stock, par value $0.001, of the Company (the “Company Common Stock”), which reflects closing

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

908 Devices Inc. entered into Equity Purchase Agreement with CAM2 Technologies, LLC (d/b/a RedWave Technology), CAM3 HoldCo, LLC, the beneficial sellers, and Jon Frattaroli as guarantor valued at $45.0 million (effective 2024-04-29).

Action: entry
Agreement: asset purchase
Counterparty: CAM2 Technologies, LLC (d/b/a RedWave Technology), CAM3 HoldCo, LLC, the beneficial sellers, and Jon Frattaroli as guarantor
Value: $45.0 million
Effective: 2024-04-29

Exact text from the filing

On April 29, 2024, 908 Devices Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with CAM2 Technologies, LLC, a Connecticut limited liability company (d/b/a RedWave Technology) (“RedWave”), CAM3 HoldCo, LLC, a Connecticut limited liability company (“Seller Entity”), each of the holders of outstanding equity interests of Seller Entity (the “Beneficial Sellers”, together with the Seller Entity, the “Sellers”), and Jon Frattaroli, in his capacity as a guarantor for a Beneficial Seller that is an entity pursuant to Section 10.14 of the Purchase Agreement (the “Indirect Beneficial Seller”).

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Source: SEC EDGAR

accession 0001104659-24-054505

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