Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, the Company and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as Trustee (the "Trustee"), entered into a supplemental indenture (the "Supplemental Indenture") to the indenture dated as of September 17, 2019 (as amended and supplemented, the "Indenture"), between the Company and the Trustee. The Supplemental Indenture provides that, from and after the effective time of the Merger, the "unit of Reference Property" (as defined in the Indenture) shall mean $120.00 per share in cash, without interest.

The foregoing descriptions of the Supplemental Indenture and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note above of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.

The Indenture

The consummation of the Merger constituted both a Fundamental Change and a Make-Whole Fundamental Change (each, as defined in the Indenture). Accordingly, as required by the Indenture, the Company intends to notify holders of the 3.750% Convertible Senior Notes due 2026 (the "Notes") and the Trustee as promptly as practicable following the Closing Date. Thereafter, each holder of the Notes will have a right to convert such holder's Notes in the manner set forth in the Indenture. In lieu of receiving shares of public common stock, par value $0.01 per share, of the Company, holders of the Notes will be entitled to receive an amount equal to (i) $120.00 multiplied by the sum of (A) the Conversion Rate (as defined in the Indenture) plus (B) a number of Additional Shares (as defined in the Indenture).

Convertible Notes Repurchase Right

As a result of the closing of the Merger (which constituted a Fundamental Change), each holder of the Notes has the right, at such holder's option, to require the Company to repurchase for cash all or a portion of such holder's Notes, on a date (the "Fundamental Change Repurchase Date") to be specified by the Company at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date, in accordance with the terms and conditions of the Indenture (the "Convertible Notes Repurchase Right").

The foregoing descriptions of the Indenture and the Convertible Notes Repurchase Right and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and the Indenture, which is included as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by the Company on September 17, 2019. The Supplemental Indenture and the Indenture are incorporated by reference herein.



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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
  No.                                    Description

  2.1     Agreement and Plan of Merger, dated as of March 31, 2023, by and among
          Heska Corporation, Antech Diagnostics, Inc., Helsinki Merger Sub LLC and,
          solely for purpose of Section 9.15 of the Merger Agreement, Mars,
          Incorporated (incorporated by reference to Exhibit 2.1 to the Company's
          Form 8-K filed on April 3, 2023 (File No.000-22427))
  4.1     Supplemental Indenture, by and between Heska Corporation and U.S. Bank
          Trust Company, National Association, dated as of June 13, 2023
  4.2     Indenture, by and between Heska Corporation and U.S. Bank Trust Company,
          National Association, dated as of September 17, 2019 (incorporated by
          reference to Exhibit 4.1 to the Company's Form 8-K filed on September 17,
          2019 (File No.000-22427))
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document).



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