--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-029431" form_type: "8-K" ticker: null cik: "0001038133" company_name: "HESKA CORP" filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T01:47:41.438179+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Mars completes acquisition of Heska for $120 per share; stock to be delisted ## Summary - Merger completed June 13, 2023: each share of Heska common stock converted into $120.00 cash, no interest. - All public shares cancelled and delisted from Nasdaq; last trade June 12, 2023; suspension effective June 14, 2023. - Board of directors replaced: prior board resigned; Nefertiti Greene, Giamabatista Martano, Timothy Hirsch appointed. - Heska becomes part of Mars Petcare's Science & Diagnostics division to broaden diagnostic access and accelerate R&D. - All outstanding equity awards automatically vested and cashed out based on $120.00 per share. ## SEC filing metadata - accession: 0001140361-23-029431 - form_type: 8-K - cik: 0001038133 - company_name: HESKA CORP - filed_at: 2023-06-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/brhc20054320_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-029431 - JSON: https://secwatch.observer/filing/0001140361-23-029431.json - Plain text: https://secwatch.observer/filing/0001140361-23-029431.txt ## Key facts - Executive change Scott W. Humphrey departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Mark F. Furlong departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Timothy Hirsch was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Chad Susie was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Anthony Gedeller was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Stephen L. Davis departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Kevin S. Wilson departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Nefertiti Greene was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Dr. Joachim Hasenmaier departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Sharon J. Maples departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Keith Melman was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change David E. Sveen, Ph.D. departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Giambatista Martano was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Giamabatista Martano was appointed as Director at HESKA CORP. - Action: became - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Timothy Hirsch was appointed as Director at HESKA CORP. - Action: became - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Robert L. Antin departed as Director at HESKA CORP. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Nefertiti Greene was appointed as Director at HESKA CORP. - Action: became - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Executive change Peter Kim was appointed as other_named_officer at HESKA CORP. - Action: became source text: Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Governance Changes HESKA CORP: Amended and restated bylaws in connection with merger. - Change: bylaw amendment source text: In addition, promptly following Effective Time, the Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - Governance Changes HESKA CORP: Amended and restated certificate of incorporation in connection with merger. - Change: charter amendment source text: Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm - M&A Transactions HESKA CORP underwent a change of control involving Antech Diagnostics, Inc. for $120.00 per share in cash (closed 2023-06-13). - Action: change of control - Counterparty: Antech Diagnostics, Inc. - Consideration: $120.00 per share in cash - Closing: 2023-06-13 source text: and Merger Sub), or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and converted into the right to receive $120.00 per share in cash, without interest (the “Merger Consideration”), (2) each option to purchase shares of Common Stock (“Company Option”) that was outstanding and unexercised as of evidence_url: https://www.sec.gov/Archives/edgar/data/1038133/000114036123029431/0001140361-23-029431-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.