Sharps Technology, Inc. entered into a definitive agreement to acquire InjectEZ Specialty Copolymer Syringe Manufacturing Facility from Nephron Pharmaceuticals Corporation for $50 million.
September 25, 2023
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Sharps Technology, Inc. (NasdaqCM:STSS) entered into a definitive agreement to acquire InjectEZ Specialty Copolymer Syringe Manufacturing Facility from Nephron Pharmaceuticals Corporation for $36 million on September 22, 2023. The Asset Purchase Agreement provides for a cash purchase price of $40,378,594 and the issuance of a five (5) year subordinated promissory note to Nephron in the principal amount of $10 million which bears interest at % per annum to be paid upon the closing of the transaction. The Nephron Note will be redeemable (25% per quarter) during the first year if Nephron?s syringe purchase orders result in revenue of at least $7.5 million per quarter during the first year. The Company will also issue Nephron warrants to purchase 4% of the Company?s common stock on a fully diluted basis (the ?Nephron Warrants?) exercisable for a five-year period at an exercise price of $1.56 per share. To finance the acquisition, Sharps retained Lampert Capital Advisors, for up to $75 Million in debt financing to be used for the acquisition of InjectEZ. The Company?s ability to close the transaction depends on its ability to obtain committed financing for debt and preferred financing to acquire InjectEZ?s assets. The acquisition is expected to close within 60 days upon the satisfaction of customary closing conditions. Sichenzia Ross Ference LLP acted as legal advisor to Sharps. John A Sowards LLC acted as legal counsel to Nephron.
As on May 20, 2024, consideration $36 million consists of $35 Million in cash payable on Closing; $1 million of the Cash shall be payable as a deposit within 14 days of the approval by the Nephron Pharmaceuticals Corporation ?s senior lender as set forth in Section 6 of the Agreement and the related transactions contemplated hereby.
As of May 30, 2024, the asset acquisition price is $35 million and the will be an assumption of certain related liabilities of up to $4 million. The closing of the acquisition has been approved by BlackRock, the seller?s senior lender. Transaction is expected to close within the next 60 days.
Sharps Technology, Inc. is a medical device and pharmaceutical packaging company. The Company is engaged in offering patented smart-safety syringe products to the healthcare industry. The Company's smart safety syringe products, such as Securgard, Sologard, and Sharps Provensa, are ultra-low waste syringes that incorporate both passive and active safety and reuse prevention features. It Sharps Securegard and Sologard, and Roncadelle SafeR safety syringe product lines incorporate both active and passive safety features and have been designed to address the three primary administration concerns with syringe delivery systems, including accidental needlestick injuries, wasted medicine/dead space and reuse prevention. It also offers products that are designed with specialized copolymer technology to support the prefillable syringe market segment. It has a manufacturing facility in Hungary and is pursuing plans to expand its manufacturing capacity in the United States.
Sharps Technology, Inc. entered into a definitive agreement to acquire InjectEZ Specialty Copolymer Syringe Manufacturing Facility from Nephron Pharmaceuticals Corporation for $50 million.
SHARPS TECHNOLOGY, INC. 
