M&A
confidence high
sentiment neutral
materiality 0.75
TNF Pharmaceuticals acquires LPU Holdings LLC for Series I Preferred Stock plus contingent milestones
Q/C TECHNOLOGIES, INC.
- TNF to acquire 100% of LPU Holdings LLC; closing consideration is Series I Convertible Preferred Stock convertible into 747,362 common shares.
- Contingent milestone payments include 6.25%/5% of equity offering proceeds up to $50M and a one-time share payment representing 10% of fully diluted shares upon reaching $50M aggregate proceeds.
- Additional $1.75M payment (cash/equity) if TNF market cap reaches $100M for 10 consecutive trading days after 90 days post-closing.
- Concurrent equity offering of at least $7.5M at $5.00/sh (Series H preferred) is a condition to closing.
- Acquisition includes a License Agreement with LightSolver Ltd. for technology rights.