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SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2015
Subsequent Event  
SUBSEQUENT EVENT

6. SUBSEQUENT EVENTS

 

Effective on October 1, 2015, the Employment Agreement (Executive Chair) between the Company and Robert B. Grieve, Ph.D. dated effective as of March 26, 2014 (the "Grieve Agreement") was terminated and, in connection therewith, the Company entered into a Separation and Release Agreement dated as of October 1, 2015 (the "Release Agreement") with Dr. Grieve. Pursuant to the Release Agreement, Dr. Grieve provided to the Company a full and unconditional general release of any and all claims or causes of action, known or unknown, that Dr. Grieve may have against the Company and resigned from the Company’s Board of Directors, and the Company agreed to treat the termination of the Grieve Employment Agreement as a termination without cause entitling Dr. Grieve to the accelerated payments and other benefits associated therewith, including the immediate vesting of 41,342 shares, net of shares withheld for tax. As a result of the termination of the Grieve Agreement, and as acknowledged in the Release Agreement, effective October 1, 2015, Dr. Grieve began serving as a consultant to the Company pursuant to the Consulting Agreement (Founder Emeritus) dated as of March 26, 2014.

 

On November 11, 2015, the Company entered into a Unit Purchase Agreement (the "Acquisition Agreement") with Cuattro Veterinary, LLC ("Cuattro International"). Cuattro International sells the same digital radiography solutions outside the United States that Heska Imaging sells in the United States. Under the terms of the Acquisition Agreement, the Company agreed to deliver $6.0 million in stock, subject to a minimum of 175,000 shares and a maximum of 200,000 shares, in exchange for 100% ownership of Cuattro International. Additionally, the Company will assume approximately $2.1 million in debt as part of the Acquisition Agreement. The acquisition is expected to close on or about January 1, 2016 subject to certain closing conditions, including the affirmative vote of the Company’s stockholders to increase by 1,000,000 shares each the authorized shares of both classes of the Company’s Common Stock Securities, as defined in the Company’s Restated Certificate of Incorporation, as amended.