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Note 17 - Subsequent Events
6 Months Ended
Jun. 30, 2021
Notes to Financial Statements  
Subsequent Events [Text Block]

17. Subsequent events

 

On August 9, 2021, we entered into an Agreement and Plan of Merger (the “Sexton Agreement”) by and between us, BLFS Merger Sub, Inc., a Delaware corporation (“Sexton Merger Sub”), and Sexton Biotechnologies, Inc. (“Sexton”) pursuant to which Sexton Merger Sub will merge with and into Sexton, with Sexton continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Sexton Merger”). The total consideration to be paid in common shares by us to the stockholders of Sexton at the closing will be $30 million, 10% of which will be held in escrow to serve as source of payment for post-closing indemnification claims. The closing of the Sexton Merger is subject to various customary closing conditions, including the approval of Sexton’s stockholders, and may be terminated by mutual agreement, for the other party’s uncured material breach, or if there is a government order preventing the closing, among other reasons. There is no assurance that the Sexton Merger will close or that, if the Sexton Merger does close, it will be successful or that Sexton will be, or will remain, profitable.