8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2023

ZOMEDICA CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-38298	N/A
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 Phoenix Drive, Suite 125, Ann Arbor, Michigan	48108
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (734) 369-2555

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	ZOM	NYSE American

Item 8.01. Other Events.

On May 8, 2023, Zomedica, Inc. (“Zomedica”), a U.S. subsidiary of Zomedica Corp. (“Zomedica Corp”), provided Structured Monitoring Products, Inc., a Florida corporation (“SMP”), with written notice of its intention to exercise its irrevocable option (the “Option Exercise Notice”) to acquire all rights for the use of SMP’s intellectual property and technology used in SMP’s VetGuardian product line for use in treatment, monitoring or other use with non-human animals (the “SMP Acquisition Option”). Concurrently with its delivery of the Exercise Notice, Zomedica made a nonrefundable cash payment to SMP of $250,000, which will be credited toward the purchase price. Zomedica now intends to promptly commence conducting due diligence with respect to the Acquisition (defined below).

A more detailed description of the terms and conditions of the SMP Acquisition Option is provided below. 

Convertible Note Purchase Agreements and Notes

Zomedica, SMP, and the equity holders of SMP (the “SMP Holders”) entered into a series of three Convertible Note Purchase Agreements (collectively, the “Note Purchase Agreements”) whereby SMP issued and sold unsecured convertible promissory notes to Zomedica in the aggregate principal amount of $2.750 million USD each bearing interest at a rate of 8% per annum (collectively, the “Notes”).

Pursuant to the Note Purchase Agreements and the Notes, SMP and the SMP Holders granted Zomedica an irrevocable option to acquire all rights for the use of SMP’s intellectual property and technology used in SMP’s VetGuardian product line for the treatment, monitoring or other use with non-human animals.

The SMP Acquisition Option

Exercise of the SMP Acquisition Option gives Zomedica the right to purchase from the SMP Holders 100% of the issued and outstanding shares of SMP’s capital stock or substantially all of SMP’s assets (such transaction is referred to herein as the “Acquisition”), with the purchase price to be determined based upon an enterprise value of $18 million. 

Zomedica, SMP and the SMP Holders will promptly cooperate in good faith to prepare, execute and deliver a purchase agreement to govern the terms and conditions of the Acquisition.  Consummation of the Acquisition is contingent on the completion of a full due diligence investigation to the satisfaction of Zomedica for a period of 120 days (the “Negotiation Period”). If definitive agreements governing the Acquisition have not been executed and delivered by the parties prior to expiration of the Negotiation Period for a reason other than the parties’ failure to negotiate in good faith, the SMP Acquisition Option and Zomedica’s rights thereunder will terminate.

Unless agreed otherwise by Zomedica and SMP, at the closing of the Acquisition, SMP will enter into a sublicense agreement with an entity designated by a majority of the SMP Holders (“NewCo”) pursuant to which SMP will grant to NewCo a perpetual exclusive, worldwide license to use the intellectual property and technology of SMP used in the VetGuardian product line for use in treatment, monitoring or other commercial use with humans. Such sublicense will be royalty-free with the exception of a pass-through of sublicense royalty fees required to be paid to the University of Florida Research Foundation, Incorporated (“UFRF”) under the License Agreement With Know-How with UFRF in respect of NewCo’s net sales of products utilizing the subject intellectual property.

On May 8, 2023, the Company issued a press release announcing the exercise of the SMP Acquisition Option.   The press release, dated May 8, 2023, is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Exhibits.

(d) Exhibits

99.1	Press Release dated May 8, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZOMEDICA CORP.
Date: May 8, 2023	By:	/s/ Karen DeHaan-Fullerton
	Name:	Karen DeHaan-Fullerton
	Title:	General Counsel

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Exhibit Index

99.1	Press Release dated May 8, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EX-99.1

EXHIBIT 99.1

HOLD FOR RELEASE UNTIL 6:30 am ET, May 8, 2023

Zomedica Exercises Option to Acquire Structured Monitoring Products

ANN ARBOR, Ml / ACCESSWIRE / May 8, 2023 / Zomedica Corp. (NYSE American:ZOM) ('Zomedica' or the 'Company'), today announced it has exercised its option to move forward with the acquisition of Structured Monitoring Products, Inc. (SMP), the makers of VetGuardian™ zero-touch vital signs remote monitoring system, at a previously negotiated purchase price.  Exercising this option began a period where the companies have agreed to work together to complete due diligence and negotiate a definitive acquisition agreement.

The VetGuardian system improves the quality of care of pets during recovery from surgery, and for those staying in clinic overnight by providing real time remote monitoring of the pet’s vital signs with the ability to alert staff if the vital signs exceed preset ranges. Its unique patented doppler technology allows the VetGuardian system to read vital signs in real time without wired leads, or a harness on the pet, thus allowing the pet to rest comfortably during recovery. 

Zomedica has been distributing the VetGuardian system since January 2023 through its direct sales force and is currently in the process of extending its launch through U.S. animal health distributors.

The acquisition is rooted in the original convertible note investment made by Zomedica in SMP in May 2022 followed by subsequent investments in January and March of 2023. As it exercised its acquisition option, the Company paid SMP a non-refundable deposit of $250 thousand and will now conduct diligence and expects to finalize a definitive agreement which will include the price set according to the terms negotiated as part of the original investment agreement.

“Deciding to exercise the option to move forward with an acquisition of SMP is the culmination of years of work by the dedicated team at SMP, and the breakthrough technology that they have delivered for veterinarians across the country,” stated Larry Heaton, Chief Executive Officer of Zomedica. “We have been pleased with being part of launching this product into the marketplace and are excited to lead the remote, wireless monitoring animal health industry. The VetGuardian system provides for improved quality of care for pets, relief for staffing challenges faced by veterinarians, and a new revenue stream for their practices, all of which are needed by the veterinarian community,” continued Heaton.

Vik Ramprakash, Founder and CEO of Structured Monitoring Products commented, "We're thrilled to join forces with Zomedica Corp. and see this as an opportunity to expand the reach of our technology, providing pet owners and veterinarians with even more innovative solutions to improve the quality of care for animals.”

###

About Structured Monitoring Products

Based in Elyria, Ohio, Structured Monitoring Products, Inc. is committed to commercialize innovative remote sensing technology solutions to improve the quality and efficiency of animal care. SMP’s zero-touch vital signs remote monitoring platform provides veterinarians the ability to monitor stressed or aggressive animal patients without wires or wearables and to become the norm of tomorrow.

About Zomedica

Based in Ann Arbor, Michigan, Zomedica (NYSE American: ZOM) is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. Zomedica's product portfolio will include innovative diagnostics and medical devices that emphasize patient health and practice health. It is Zomedica's mission to provide veterinarians the opportunity to increase productivity and grow revenue while better serving the animals in their care. For more information, visit www.ZOMEDICA.com.

Follow Zomedica

Email Alerts: http://investors.zomedica.com

LinkedIn: https://www.linkedin.com/company/zomedica

Facebook: https://m.facebook.com/zomedica

Twitter: https://twitter.com/zomedica

Instagram: https://www.instagram.com/zomedica_inc

Cautionary Statement Regarding Forward-Looking Statements - Safe Harbor

Except for statements of historical fact, this news release contains certain "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur and include statements relating to our expectations regarding future results. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, including assumptions with respect to economic growth, demand for the Company's products, the Company's ability to produce and sell its products, sufficiency of our budgeted capital and operating expenditures, the satisfaction by our strategic partners of their obligations under our commercial agreements, our ability to realize upon our business plans and cost control efforts and the impact of COVID-19 on our business, results and financial condition.

Our forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: the finalization of the accounting procedures necessary to report our financial results for 2022, the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments, uncertainty as to whether our strategies and business plans will yield the expected benefits; uncertainty as to the timing and results of development work and verification and validation studies; uncertainty as to the timing and results of commercialization efforts, as well as the cost of commercialization efforts, including the cost to develop an internal sales force and manage our growth; uncertainty as to our ability to successfully integrate acquisitions; uncertainty as to our ability to supply products in response to customer demand; uncertainty as to the likelihood and timing of any required regulatory approvals, and the availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; veterinary acceptance of our products; competition from related products; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; our ability to secure and maintain strategic relationships; performance by our strategic partners of their obligations under our commercial agreements, including product manufacturing obligations; risks pertaining to permits and licensing, intellectual property infringement risks, risks relating to any required clinical trials and regulatory approvals, risks relating to the safety and efficacy of our products, the use of our products, intellectual property protection, risks related to the COVID-19 pandemic and its impact upon our business operations generally, including our ability to develop and commercialize our products, and the other risk factors disclosed in our filings with the SEC and under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact:

Dave Gentry

RedChip Companies Inc.

1-800-RED-CHIP (733-2447)

Or 407-491-4498

ZOM@redchip.com

XML

Cover	May 08, 2023
Cover [Abstract]
Entity Registrant Name	ZOMEDICA CORP
Entity Central Index Key	0001684144
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 08, 2023
Entity Incorporation State Country Code	Z4
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-38298
Entity Address Address Line 1	100 Phoenix Drive
Entity Address Address Line 2	Suite 125
Entity Address City Or Town	Ann Arbor
Entity Address State Or Province	MI
Entity Address Postal Zip Code	48108
City Area Code	734
Local Phone Number	369-2555
Security 12b Title	Common Shares, without par value
Trading Symbol	ZOM
Security Exchange Name	NYSEAMER
Entity Address Country	CA