Attached files
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| EX-2.1 - ASSET PURCHASE AGREEMENT - Pharma-Bio Serv, Inc. | pbsv_ex21.htm |
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): August 13,
2018
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6 Road
696, Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (§240.12b2 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On
August 13, 2018, Scienza Labs, Inc. (“Scienza Labs”), a
subsidiary of Pharma-Bio Serv, Inc. (the “Company”),
entered into an Asset Purchase Agreement (“Purchase
Agreement”) with Romark Global Pharma, LLC
(“Romark”) to sell substantially all of the assets of
Scienza Labs used in its laboratory business, except for certain
excluded assets as set forth in the Purchase Agreement (the
“Laboratory Assets”). Pursuant to the Purchase
Agreement, the aggregate consideration to be paid by Romark for the
Laboratory Assets, in addition to the assumption of certain assumed
liabilities as set forth in the Purchase Agreement, is $5,000,000
payable at closing as follows: (i) $1,750,000 in cash (“Cash
Consideration”), (ii) $3,000,000 in the form of a promissory
note payable over two years (the “Promissory Note”),
and (iii) the application of $250,000 previously paid by Romark as
a deposit. In connection with the Purchase Agreement, Romark
deposited the Cash Consideration into an escrow account pursuant to
an Escrow Agreement, dated August 13, 2018 (the “Escrow
Agreement”). The Company anticipates that the closing of the
transaction will occur within sixty days of signing the Purchase
Agreement, subject to customary closing conditions.
The
Purchase Agreement contains customary representations, warranties,
covenants, indemnification and termination provisions. The
foregoing description of the Purchase Agreement is qualified in its
entirety by reference to the full text of the Purchase Agreement. A
copy of the Purchase Agreement is attached as Exhibit 2.1 and is
incorporated herein by reference. Also, a copy of the Escrow
Agreement and Promissory Note are included as Exhibit A and Exhibit
D, respectively, to Exhibit 2.1, and the foregoing descriptions of
the Escrow Agreement and Promissory Note are qualified in their
entirety by reference to the full text of the Escrow Agreement and
Promissory Note.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Exhibit Description
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Asset
Purchase Agreement, dated August 13, 2018, by and between Scienza
Labs, Inc. and Romark Global Pharma, LLC.(1)
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(1)
The
schedules and similar attachments to the Asset Purchase Agreement
have been omitted from this filing pursuant to Item 601(b)(2)
of Regulation S-K. The Company will furnish copies of any such
schedules and exhibits to the U.S. Securities and Exchange
Commission upon request.
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.
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PHARMA-BIO SERV,
INC.
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Date: August 17,
2018
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By:
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/s/ Pedro J.
Lasanta
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Pedro J.
Lasanta
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Chief Financial Officer, Vice President Finance and Administration and Secretary |
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