Research Solutions, Inc. completed the acquisition of Scite, Inc. for $20.9 million
December 30, 2023
Share
Research Solutions, Inc. (NasdaqCM:RSSS) entered into an agreement to acquire Scite, Inc. for $14.8 million on November 24, 2023. The payment will be 50% in cash and 50% in stock, and the earnout will be paid in equal quarterly installments over the two-year period following the earnout calculation. otwithstanding the foregoing, in no event shall the number of shares of Buyer Common Stock to be issued at Closing as part of the Closing Series Seed-1 Preferred Per Share Merger Consideration, the Closing Series Seed-2 Preferred Per Share Merger Consideration, the Closing Common Per Share Merger Consideration and/or the Closing Option Consideration exceed an aggregate of 2,962,000 shares of Buyer Common Stock. The agreement was approved by Research solutions' board of directors. The transaction is subject to Scite's shareholder approval. Scott Galer and Jared Brenner of Stubbs Alderton & Markiles LLP acted as legal advisor to Scite. Mark C. Witt and Danielle M. Machata of Godfrey & Kahn, S.C. acted as legal advisor to Research Solutions.
Research Solutions, Inc. (NasdaqCM:RSSS) completed the acquisition of Scite, Inc. on December 1, 2023. The total purchase consideration for Scite, net of cash acquired, was approximately $20.9 million. The consideration includes an initial payment of $7.2 million in cash, $6.3 million in stock, a holdback of $0.2 million and a contingent earnout that has a fair value of $7.2 million as of December 31, 2023.
Research Solutions, Inc. is a holding company. The Company provides two service offerings to its customers: a cloud-based software-as-a-service (SaaS) research platform (Platforms) typically sold through annual auto-renewing license agreements and the sale of published scientific, technical, and medical (STM) content sold as individual articles (Transactions) through the Platform. Its cloud-based SaaS research platform consists of proprietary software and Internet-based interfaces sold to customers for an annual subscription fee. Its platform allows customers to initiate orders, route orders for the lowest cost acquisition, manage transactions, obtain spending and usage reporting, automate authentication, and connect to in-house and third-party software systems. Customers can access the Platform through online Web interfaces and through Web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems.