Amendment: OraSure Technologies Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$OSUR
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 2024
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: 610 -882-1820
N/A
(Former Name or Former Address, if changed since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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:
Indicate by a 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 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
EXPLANATORY NOTE
On December 26, 2024, OraSure Technologies, Inc. (the “Company”), filed a Current Report on Form 8-K announcing that on December 19, 2024 (the “Effective Date”), the Company had acquired Sherlock Biosciences, Inc. (“Sherlock”) pursuant to that certain Agreement and Plan of Merger, dated as of the Effective Date (the “Merger Agreement”) by and among the Company, Project Watson Merger Sub, Inc. (“Merger Sub”), Sherlock, and Mr. Paul Meister, solely in his capacity as representative of the security holders of Sherlock for certain purposes described in the Merger Agreement. This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed on December 26, 2024 (the “December Form 8-K”) to provide the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.
The text of the December Form 8-K is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the December Form 8-K.
The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Sherlock would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
Item 9.01 – Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The historical audited financial statements of Sherlock as of and for the year ended December 31, 2023 and as of and for the nine months ended September 30, 2024, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information giving effect to the Company’s acquisition of Sherlock and which consist of the unaudited pro forma condensed combined balance sheet of the Company and Sherlock as of September 30, 2024, and the unaudited pro forma condensed combined statements of operations for the Company and Sherlock for the nine months ended September 30, 2024 and the year ended December 31, 2023, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(d)Exhibits
| Exhibit Number | Description | |||||||
| 23.1 | ||||||||
99.1 | ||||||||
| 99.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORASURE TECHNOLOGIES, INC. | ||||||||
| Date: March 7, 2025 | By: | /s/ Carrie Eglinton Manner | ||||||
| Carrie Eglinton Manner | ||||||||
| President and Chief Executive Officer | ||||||||