Common Contracts
22 similar Asset Purchase Agreement contracts by Applied UV, Inc., Community Health Systems Inc, MDxHealth SA, others
COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAsset Purchase Agreement • August 1st, 2024 • Community Health Systems Inc • Services-general medical & surgical hospitals, nec
On April 18, 2024, certain subsidiaries of the Company (the “CHS Selling Entities”) entered into a definitive asset purchase agreement, as amended (the “Purchase Agreement”), with Hamilton Health Care System, Inc. and certain of its affiliates (collectively, “Purchaser”), providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to the general acute care hospital known as Tennova Healthcare – Cleveland, together with certain related businesses (collectively, the “Facilities”), located in Cleveland, Tennessee (the transactions contemplated by the Purchase Agreement, the “Transactions”). On August 1, 2024, the Transactions were completed pursuant to the terms of the Purchase Agreement. The base purchase price paid to the Company in connection with the Transactions at a preliminary closing on July 31, 2024, after giving effect to estimated working capital and purchase price adjustments, was approximately $160 million in cash (subject to
COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAsset Purchase Agreement • December 1st, 2023 • Community Health Systems Inc • Services-general medical & surgical hospitals, nec
On July 24, 2023, certain subsidiaries of the Company entered into a definitive asset purchase agreement, as amended (the “Purchase Agreement”) with Florida Health Sciences Center, Inc., a Florida non-profit corporation, and certain of its affiliates, providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to the following acute care hospitals (and certain related businesses): Bravera Health Brooksville (120 licensed beds) in Brooksville, Florida, Bravera Health Seven Rivers (128 licensed beds) in Crystal River, Florida, and Bravera Health Spring Hill (124 licensed beds) in Spring Hill, Florida, (collectively, the “Bravera Health hospitals”) (the “Transaction”). On December 1, 2023, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the Company in connection with the Transaction at a preliminary closing on November 30, 2023, after giving effect to estimated working capital and p
UNAUDITED PRO FORMA FINANCIAL INFORMATIONAsset Purchase Agreement • October 23rd, 2023 • Icad Inc • Surgical & medical instruments & apparatus
On October 22, 2023, iCAD, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and among (i) the Company, Xoft Solutions, LLC, a Delaware limited liability company, and Xoft, Inc., a Delaware corporation, each a wholly owned subsidiary of the Company (collectively with the Company, the “Sellers” and each, a “Seller”), and (ii) Elekta Inc., a Georgia corporation, and Nucletron Operations B.V., a company organized under the laws of the Netherlands (together, “Buyers” and each a “Buyer”), pursuant to which the Company agreed to transfer to the Buyers substantially all of the assets and liabilities primarily related to the Company’s Xoft business lines (the “Business”), including with respect to employees, contracts, intellectual property and inventory, for a cash payment of approximately $5.76 million dollars from the Buyers to the Company.
BIOAFFINITY TECHNOLOGIES, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSAsset Purchase Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
On September 18, 2023, Precision Pathology Laboratory Services, LLC (“PPLS”), a Texas limited liability company and wholly owned subsidiary of bioAffinity Technologies, Inc. (“bioAffinity”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Dr. Roby P. Joyce, M.D. (“Owner”) and Village Oaks Pathology Services, P.A. (the “Seller”) pursuant to which PPLS purchased the non-medical assets of the Seller (the “Acquisition”). In addition, PPLS will provide certain management services to the Seller in all clinical pathology laboratory services, administrative, and non-medical services for pathologists to support community-based pathology medical groups. Pursuant to the Asset Purchase Agreement, PPLS paid at the Closing a cash payment of $2,500,000 to Seller ($1,822,630) and debt balances owed ($370,370) at the time of the Acquisition, and paid into an escrow account $350,000 to satisfy contingent and non-contingent post-closing obligations and issued 564,972 shares
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2022, AND FOR THE YEAR ENDED DECEMBER 31, 2021Asset Purchase Agreement • January 20th, 2023 • MDxHealth SA • Services-medical laboratories
On August 2, 2022, MDxHealth SA (“mdxhealth” or the “Company”) entered into an asset purchase agreement (the “Acquisition”) with Genomic Health, Inc., a subsidiary of Exact Sciences Corporation (“Exact Sciences”), to acquire the Oncotype DX® GPS (Genomic Prostate Score®) test from Exact Sciences.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2022, AND FOR THE YEAR ENDED DECEMBER 31, 2021Asset Purchase Agreement • December 19th, 2022 • MDxHealth SA • Services-medical laboratories
On August 2, 2022, MDxHealth SA (“mdxhealth” or the “Company”) entered into an asset purchase agreement (the “Acquisition”) with Genomic Health, Inc., a subsidiary of Exact Sciences Corporation (“Exact Sciences”), to acquire the Oncotype DX® GPS (Genomic Prostate Score®) test from Exact Sciences.
PeriShip, LLC Unaudited Pro Forma Consolidated Balance Sheet And Unaudited Pro Forma Consolidated Statement of OperationsAsset Purchase Agreement • June 23rd, 2022 • VerifyMe, Inc. • Miscellaneous chemical products
On April 22, 2022, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) by and among the Company, PeriShip Global, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“PeriShip Global”), PeriShip, LLC, a Connecticut limited liability company (“PeriShip” or “Seller”) and Luciano Morra (“Founder”). Pursuant to the terms of the Agreement PeriShip Global agreed to purchase from PeriShip and PeriShip agreed to sell to PeriShip Global substantially all of the assets of PeriShip and certain specified liabilities (the “Transaction”). The Transaction closed simultaneously with the execution of the Agreement on April 22, 2022 (the “Closing”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAsset Purchase Agreement • February 4th, 2022 • Kubient, Inc. • Services-computer integrated systems design
On November 30, 2021, Kubient, Inc. (the “Kubient” or the “Company”) entered into and consummated an Asset Purchase Agreement (the “Purchase Agreement”) between the Company and MediaCrossing Inc., a Delaware corporation (“MediaCrossing”), pursuant to which the Company acquired certain assets and liabilities that were critical to continue to operate the business of MediaCrossing for (i) $500,000 in cash and (ii) if the acquired business achieves certain milestones in 2022, up to 822,369 shares of the Company’s common stock, par value $0.00001 per share (the “Earnout Shares”) (the “Transaction”). In accordance with Accounting Standards Codification (“ASC”) 805, the Company determined that the Transaction should be accounted for as a business combination after determining that the acquired set of assets of MediaCrossing, the fair value of which was not concentrated in a single asset or group of similar assets and included (a) cash, (b) prepaid expenses and other current assets, (c) intang
Unaudited Pro Forma Condensed Combined Financial Statements (amounts in thousands)Asset Purchase Agreement • December 16th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations
On December 15, 2021, Assertio Holdings, Inc. (“Assertio” or the “Company”), through its newly formed subsidiary, Otter Pharmaceuticals, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Antares Pharma, Inc. (“Antares”), and concurrently consummated the transactions contemplated by the Purchase Agreement (the “Closing”). Pursuant to the terms of the Purchase Agreement, the Company acquired Antares’ rights, title and interest in and to Otrexup® (methotrexate), a drug device combination single-dose once weekly auto-injector for subcutaneous use (“Otrexup”), including certain related assets, intellectual property and product inventory (the “Transaction”) for (i) $18,000 million in cash payable at the Closing, (ii) $16,021 million in cash payable on May 30, 2022 and (iii) and $10,000 million in cash payable on December 15, 2022. Pursuant to the terms of the Purchase Agreement, the Company also assumed certain contracts, liabilities and obligations of Antares rel
Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial InformationAsset Purchase Agreement • November 12th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment
On February 8, 2021, Applied UV, Inc. (the “Company”) completed an Asset Purchase Agreement (“the Akida Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which the Company purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida.
Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial InformationAsset Purchase Agreement • November 12th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment
On February 8, 2021, Applied UV, Inc. (the “Company”) completed an Asset Purchase Agreement (“the Akida Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which the Company purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida.
Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial InformationAsset Purchase Agreement • April 20th, 2021 • Applied UV, Inc. • Electric lighting & wiring equipment
On February 8, 2021 (“Closing Date”), Applied UV, Inc. and its wholly owned subsidiary SteriLumen, Inc. (“Applied” or the “Company”) completed an Asset Purchase Agreement (“the Purchase Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which Applied purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida (the “Transaction”).
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIESAsset Purchase Agreement • December 29th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec
On October 19, 2020, Green Remedies Waste and Recycling, Inc. entered into an asset purchase agreement (the “APA”) by and among Quest Resource Holding Corporation (QRHC), Quest Resource Management Group, LLC (“Buyer”), a wholly-owned subsidiary of the Company, Green Remedies Waste and Recycling, Inc. (GRWR or “Seller”) and Alan Allred (the “Shareholder”) and completed the acquisition by Buyer of the business operation including substantially all of the assets used in the business of the Seller and assumed certain liabilities of the Seller, as set forth in the APA (the “Acquisition”). Seller is a leading provider of independent environmental services, particularly in multi-family housing, located in Elon, NC.
SINGLEPOINT INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND FOR THE YEAR ENDED DECEMBER 31, 2018Asset Purchase Agreement • July 23rd, 2020 • SinglePoint Inc. • Retail-nonstore retailers
The following unaudited pro forma condensed combined financial statements giving effect to the Asset Purchase Agreement as finalized on May 14, 2019, whereby Singlepoint Inc. (the “Company”), via the formation of Singlepoint Direct Solar (“SDS”), acquired certain assets of Direct Solar LLC, a Delaware Limited Liability Company organized on March 31, 2018 (“Direct Solar”) and AI Live Transfers, LLC (the “Acquisition”). Direct Solar provides services to the solar energy markets in Arizona, New Mexico and Texas. The Company owns 51% of the membership interests of SDS.
ARKADOS GROUP, INC. AND SUBSIDIARIES Unaudited pro formA CONDENSED COMBINED financial statements as of and for the ELEVEN MONTHS ended APRIL 30, 2017 and FOR THE YEAR MAY 31, 2016Asset Purchase Agreement • September 20th, 2017 • Arkados Group, Inc. • Services-business services, nec
The following unaudited pro forma condensed combined financial statements give effect to the May 1, 2017 Asset Purchase Agreement whereby Arkados Group, Inc. (the “Company”) acquired substantially all of the operating assets of SolBright Renewable Energy, LLC, a South Carolina Limited Liability Company (“SolBright”) (the “Acquisition”). SolBright is engaged in the solar engineering, procurement and construction business. On May 1, 2017, the parties executed all documents related to the Acquisition. Upon the closing of the Acquisition, the Company received substantially all of the operating assets of SolBright in exchange for (i) a $3,000,000 in cash (the “Cash Payment”), (ii) a Secured Promissory Note in the principal amount of $2,000,000 (the “Secured Promissory Note”) (iii) a Convertible Promissory Note in the principal amount of $6,000,000 (“Preferred Stock Note”), and (iv) the Common Stock Consideration. In addition, the Company assumed $635,832 of scheduled liabilities. The balanc
MANTRA VENTURE GROUP LTD. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAsset Purchase Agreement • August 9th, 2017 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies
On April 25, 2017, Mantra Venture Group Ltd. (the “Company” or “Mantra”) entered into and closed on an Asset Purchase Agreement (the “Agreement”) with InterCloud Systems, Inc. (“InterCloud”), a Delaware corporation. Pursuant to the terms the Agreement, InterCloud agreed to sell, and Mantra agreed to purchase, 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAsset Purchase Agreement • September 13th, 2016 • New Age Beverages Corp • Malt beverages
Further to the Form 8-K dated June 30, 2016, on May 20, 2016, New Age Beverages Corporation ("NABC"), formerly known as Bucha, Inc., and American Brewing Company, Inc., a Washington corporation ("we" or the "Company"), entered into an Asset Purchase Agreement (the "Agreement") whereby the Company acquired substantially all of the operating assets of New Age Beverages, LLC, New Age Properties, LLC, Aspen Pure, LLC and Xing Beverage, LLC (collectively, "Xing"), which are companies engaged in the manufacture and sale of various teas and beverages (the "Acquisition"). On May 20, 2016, the parties executed the Asset Purchase Agreement for the Acquisition. On June 30, 2016 (the "Closing Date"), the parties executed the final exhibits and the Company transferred the purchase price and other consideration described in the Agreement, thereby closing the transaction.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONAsset Purchase Agreement • July 22nd, 2016 • Applied Dna Sciences Inc • Services-miscellaneous business services
The following unaudited pro forma financial statements give effect to the Asset Purchase Agreement (the “Asset Purchase Agreement”), dated September 11, 2015, by and among Applied DNA Sciences, Inc. (the “Company” or “APDN”), Vandalia Research, Inc., a West Virginia corporation (now known as VR Holdings, Inc., “Vandalia”), and Derek A. Gregg, Vandalia’s Chief Executive Officer and a director of Vandalia, providing for the purchase by the Company of substantially all the assets of Vandalia (the “Asset Acquisition”) under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations (“ASC 805”), with the Company treated as the legal and accounting acquirer. The historical consolidated financial information has been adjusted in the unaudited pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Asset Acquisition, (2) factually
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTAsset Purchase Agreement • August 19th, 2014 • Acme United Corp • Cutlery, handtools & general hardware
On June 2, 2014, Acme United Corporation, a Connecticut corporation (the “Company”), and First Aid Only, Inc., a Washington corporation (the “Seller”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to purchase substantially all of the Seller’s assets related to its first aid and industrial safety kit business (the “Business”) (the “Transaction”). The purchased assets include inventory, equipment, accounts receivable, patents, trademarks, other intellectual property and goodwill.
ENDWAVE CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONAsset Purchase Agreement • May 6th, 2009 • Endwave Corp • Radio & tv broadcasting & communications equipment
On April 30, 2009, Endwave Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Microsemi Corporation (“Microsemi”), pursuant to which Microsemi purchased Endwave’s defense and security business (the “Business”), including all of the outstanding capital stock of Endwave Defense Systems, Inc. (“EDSI”). As consideration, Microsemi assumed certain liabilities associated exclusively with the Business and paid $28 million in cash.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Asset Purchase AgreementAsset Purchase Agreement • May 1st, 2009 • Hearusa Inc • Retail-retail stores, nec
On April 27, 2009, Helix Hearing Care of America Corp. (the “Seller”) and 3371727 Canada, Inc. (“Canada”), both indirect wholly owned subsidiaries of HearUSA, Inc. (“HearUSA” or the “Company”), entered into and consummated an Asset Purchase Agreement with Helix Hearing, Inc. (“Helix”) pursuant to which we sold to Helix assets relating to our Canadian operations for cash consideration of approximately $23.7 million, plus assumption of certain balance sheet liabilities, and subject to certain retained assets and liabilities and post-closing adjustments (the “Canadian Sale”).
Adex Media, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial Statements Basis of Pro Forma PresentationAsset Purchase Agreement • November 17th, 2008 • Adex Media, Inc. • Services-business services, nec
On August 29, 2008, Adex Media, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which the Company acquired substantially all the assets of Bay Harbor Marketing, LLC (“Bay Harbor”), a California limited liability company. The asset purchase agreement was completed on August 29, 2008 (“Closing Date”).
