Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 3, 2020, ERBA Diagnostics, Inc. (the "Corporation"), and Diamedix
Corporation ("Diamedix"), a wholly owned subsidiary of the Corporation, entered
into, and consummated the transactions contemplated by, an Asset Purchase
Agreement (the "Asset Purchase Agreement") with Gold Standard Diagnostics Corp.
(the "Buyer"), pursuant to which the Buyer purchased from Diamedix all of
Diamedix's assets that are exclusively used or held for use by Diamedix in
connection with Diamedix's assays and autoimmune product lines (33 FDA 510(k)
clearances relating to ELISA test kits, 1 FDA 510(k) clearance relating to the
Mago automated EIA processor, and 1 FDA 510(k) clearance relating to EZ
Complement Cells), which products are used for the diagnosis and monitoring of
autoimmune diseases, including systemic lupus erythematosus, rheumatoid
arthritis, mixed connective tissue disease, Sjogren's syndrome, scleroderma and
dermatopolymyositis (the "Acquisition") for the aggregate purchase price of
$2,150,000 (the "Purchase Price"). At the closing of the Acquisition, the Buyer
paid $1,393,887.67 of the Purchase Price to Diamedix, $460,000 of the Purchase
Price into an escrow account to secure indemnification obligations of Diamedix
and $296,112.33 of the Purchase Price into an escrow account to pay certain
third-party vendors of Diamedix, in each case, upon the terms and subject to the
conditions of the Asset Purchase Agreement. The Asset Purchase Agreement
contains other representations, warranties, conditions, covenants and agreements
that the Corporation believes are customary for transactions of this type.
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