TORONTO, ON, October 14, 2022 – Think Research Corporation (TSXV:THNK) (“Think” or the “Company”), a healthcare technology company focused on transforming healthcare through knowledge-based digital health software solutions, today announced that it has amended certain terms relating to the deferred consideration in the aggregate amount of $6,500,000 (the “Deferred Consideration”) owing pro rata to the sellers (the “Sellers”) in connection with the previously completed acquisition (the “Acquisition”) by the Company of all of the issued and outstanding shares of BioPharma Services Inc. (“BioPharma”), which Acquisition closed on September 10, 2021 (the “Closing Date”). A second amending agreement dated October 14, 2022 (the “Second Amendment”) to the share purchase agreement dated July 14, 2021, as amended by a first amending agreement dated September 8, 2021, relating to the Acquisition was entered into between the Company, BioPharma and the agents of the Sellers to evidence such amendments.
Highlights of the Amendments:
- Aggregate amount of the Deferred Consideration remains $6,500,000;
- Subject to certain restrictions, Think may now satisfy the Deferred Consideration via the issuance of Common Shares and/or cash; and
- These amendments provide Think with greater flexibility, thereby optimizing liquidity and minimizing dilution.
Sachin Aggarwal, CEO, Think Research, said, “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. 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.”
The Deferred Consideration was previously payable pro rata to the Sellers in equal installments of $3,250,000 on the six (6) month anniversary of the Closing Date and the twelve (12) month anniversary of the Closing Date, and such Deferred Consideration was to be satisfied by way of the issuance of common shares in the capital of the Company (the “Common Shares”) based on the twenty (20) trading day volume-weighted average price of the Common Shares on the TSX Venture Exchange ending on the trading day immediately prior to the applicable deferred consideration payment date (the “VWAP”), without discount or premium.
While the aggregate amount of the Deferred Consideration ($6,500,000) remains unchanged, the amendments to the Deferred Consideration now provide for, among other things:
- The right by the Company to satisfy portions of the Deferred Consideration (including any interest payments thereon, as contemplated below) in any combination of Common Shares (based on the 20-day VWAP as previously provided, and subject to certain limitations) and/or cash (which cash payments are subject to discounts in certain circumstances) and is also subject to early pre-payment at the option of the Company; provided, however, that unless otherwise provided by the TSX Venture Exchange, the maximum number of Common Shares to be issued in satisfaction of the Deferred Consideration (including any interest thereon) shall not exceed 12,750,000 Common Shares in the aggregate; and
- Payment of the Deferred Consideration as follows:
- On the date hereof, the issuance of 4,840,036 Common Shares, being such number of Common Shares equal to $2,000,000 of the Deferred Consideration based on the 20-day VWAP ending on the trading day prior to the date hereof;
- $1,250,000 in aggregate to be paid in equal installments commencing on December 10, 2022 (being the first payment date) and on each of March 10, 2023 (being the second payment date), June 10, 2023 (being the third payment date), September 10, 2023 (being the fourth payment date) and December 10, 2023 (being the fifth and final payment date), with interest thereon accruing at 5.5% per annum and payable on the same dates, provided that such interest will be deemed to have accrued beginning on June 10, 2022; and
- $3,250,000 in aggregate to be paid in equal installments commencing on December 10, 2022 (being the first payment date) and on each of March 10, 2023 (being the second payment date), June 10, 2023 (being the third payment date), September 10, 2023 (being the fourth payment date) and December 10, 2023 (being the fifth and final payment date), with interest thereon accruing at 5.5% per annum and payable on the same dates, provided that such interest will be deemed to have accrued beginning on September 10, 2022.
On the Closing Date, an aggregate of 7,562,690 Common Shares were issued to the Sellers pursuant to the closing share consideration and for indemnity escrow purposes, and an additional 505,417 Common Shares were issued to certain former stock optionholders of BioPharma.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers which typically includes enterprise clients, hospitals, health regions, health care professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies (including acquired companies).
Think licenses its solutions to over 13,000 facilities for over 300,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by Think to support their practices. Millions of patients and residents annually receive better care due to the essential data that Think produces, manages and delivers.
In addition, the company collects and manages pharmaceutical and clinical trial data via the BioPharma entity that Think acquired on September 10, 2021. BioPharma is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. Think’s other services include a network of digital-first primary care clinics and medical clinics providing elective surgery. Visit: thinkreseardev.wpengine.com.
Caution Regarding Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: “anticipate,” “intend,” “plan,” “budget,” “believe,” “project,” “estimate,” “expect,” “scheduled,” “forecast,” “strategy,” “future,” “likely,” “may,” “to be,” “could,”, “would,” “should,” “will” and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding the anticipated effects of the amendments to the Deferred Consideration.
Forward-looking information reflects management’s current beliefs and is based on assumptions that may prove to be incorrect, including but not limited to the Company’s business objectives, results of operations, financial results and trading activity in the Common Shares. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company’s control which may cause the Company’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company’s actual results may differ materially from those indicated in the forward-looking information. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
For more information: https://www.thinkresearch.com/ca/investors/
For further information:
Executive Vice President
Think Research Corporation