ORASURE TECHNOLOGIES INC (OSUR): M&A transaction — OraSure acquires Sherlock Biosciences for $5M upfront plus up to $20M milestones and royalties on CT/NG test

ORASURE TECHNOLOGIES INC

Upfront cash payment of $5M plus legal/insurance costs; merger closed December 19, 2024.
Two milestone payments up to $20M aggregate tied to regulatory approval of Sherlock's CT/NG test.
Quarterly mid-single-digit royalties on CT/NG test net sales through 2034.
Sherlock becomes wholly owned subsidiary; convertible notes, preferred, and common stock receive allocated consideration.
Stock options terminated without payment; financial statements to be filed by amendment within 71 days.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ORASURE TECHNOLOGIES INC completed an acquisition involving Sherlock Biosciences, Inc. for $5 million (closed 2024-12-19).

Action: acquisition
Counterparty: Sherlock Biosciences, Inc.
Consideration: $5 million
Closing: 2024-12-19

Exact text from the filing

by the Company in connection with the Merger pursuant to the Merger Agreement consists of, subject to the terms and conditions of the Merger Agreement: (i) an upfront payment of $5 million (such payment, the “Initial Merger Consideration”), plus certain legal expenses and directors’ and officers’ tail policy insurance costs, (ii) two milestone payments of up to an

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Source: SEC EDGAR

accession 0001193125-24-285106

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