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SUBSEQUENT EVENTS
9 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE I – SUBSEQUENT EVENTS

On July 12, 2023 (the “Closing Date”), the Company, through its wholly-owned subsidiary, Spindle Acquisition Corp (the “Purchaser”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Spindle Biotech Inc., a corporation existing under the federal laws of Canada (“Spindle”).  Spindle is an early-stage, private biotech company developing next-generation RNA manufacturing technology, including but not limited to proprietary engineered RNA polymerase enzymes (collectively the “Acquired Technology”)

Pursuant to the terms of the Purchase Agreement, the Company acquired all of the outstanding stock of Spindle from the sellers listed on Schedule 1.1 of the Purchase Agreement with effect from the Closing Date. As a result, Spindle became a wholly-owned subsidiary of the Purchaser, and the financials of Spindle will be consolidated with those of the Company.

As consideration for the transactions the Company agreed to pay or issue to the Sellers, as applicable, on a pro rata basis: (i) a cash purchase price of $625,000, as adjusted for debt of Spindle as of the Closing Date and expenses related to the transaction, which was paid to the Sellers on the Closing Date; (ii) 750,000 restricted shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which shares were delivered to the Sellers on the Closing Date ; (iii) a percentage of the revenues expected from the Company’s sale or exploitation of products including or derived from a heterologous fusion protein comprised of a DNA binding domain and an RNA polymerase enzyme developed by Spindle (the “Spindle RNAP”), payable to the Sellers in accordance with the terms of the Purchase Agreement for a period of ten (10) years commencing on the Closing Date; and (iv) upon the occurrence of certain events specified in the Purchase Agreement, including the issuance of a patent covering the Spindle RNAP and the achievement of certain designated milestones in respect of the Company’s sales or exploitation of projects including or derived from the Spindle RNAP, additional shares of Common Stock not to exceed 1,000,000 restricted shares, 250,000 of which will be issued upon the issuance of a patent for the Spindle RNAP, and 750,000 shares of which will be issued in three equal tranches upon the achievement of aggregate gross sales milestones at $5,000,000 per tranche.

The Company has incorporated the Acquired Technology into its Therapeutic DNA Production Services business segment and launched a new service marketed as the LineaTM IVT platform. The Company has begun marketing the Linea IVT platform to mRNA contract development and manufacturing organizations and mRNA therapy developers. Under the Linea IVT platform, the Company plans to supply LinearDNA IVT templates and the Spindle proprietary engineered RNA polymerase enzyme to end customers.