Carnegie Learning, Inc. acquired Scientific Learning Corporation (OTCPK:SCIL) for $15 million on September 14, 2020. Under the terms of the agreement, Carnegie Learning acquired all of the outstanding shares of Scientific Learning common stock for a cash payment of $0.53 per share. The estimated total per share consideration to be received by Scientific Learning’s security holders is approximately $0.25, which comprises a closing merger consideration of approximately $0.16 per share and an estimated additional merger consideration of approximately $0.09 per share, on a fully diluted basis. Scientific Learning is now a privately owned subsidiary of Carnegie Learning and will no longer be listed on the OTC Markets. The transaction was unanimously approved by Scientific Learning’s Board of Directors, majority of Scientific Learning’s stockholders via written consent and by the Board of Directors of Carnegie Learning. A portion of the transaction value will be used to fund Scientific Learning’s approximately $7 million in subordinated debt, other debt and certain selling and transaction-related expenses. Another portion of the transaction value has been placed in escrow to be released upon satisfaction of certain conditions and following a customary working capital adjustment period in accordance with the terms and conditions of the agreement. Cherry Tree Companies, LLC acted as financial advisor while Allan Duboff and Gerald Chizever of Loeb & Loeb LLP acted as legal advisor to Scientific Learning Corporation. Carnegie Learning, Inc. completed the acquisition of Scientific Learning Corporation (OTCPK:SCIL) on September 14, 2020. BDO LLP acted as accountant to CIP Fund Management LLC.