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SUBSEQUENT EVENTS | 9 Months Ended
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May 31, 2023
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared On Thursday, July 6, 2023, our Board of Directors declared a quarterly cash dividend of $0.06 per share to our shareholders. The dividend in the amount of approximately $1.2 million will be distributed on Monday, August 7, 2023, for shareholders of record as of Monday, July 31, 2023. Immunetrics Acquisition On June 16, 2023, the Company acquired Immunetrics, Inc. (“Immunetrics”), a company specializing in quantitative systems pharmacology (“QSP”) modeling, through a reverse triangular merger. Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), at closing, the Company’s newly created wholly owned subsidiary, Insight Merger Sub, Inc., merged with and into Immunetrics, with Immunetrics surviving as a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, the Company agreed to pay the equityholders of Immunetrics the following cash compensation (collectively, the “Merger Consideration”): i.At closing, a cash payment in the amount of approximately $13.7 million; ii.An amount equal to $1.8 million, which was held-back by the Company at closing, to cover any negative net working capital adjustments (if any) and Immunetrics’ indemnification obligations under the Merger Agreement (the “Holdback Amount”); and iii.Two future earn-out payments in the aggregate amount of up to $8.0 million (the “Earnout Payments”), subject to the terms described below. Additionally, at closing, the Company paid the representative of the Immunetrics stockholders $250,000 as an expense fund to cover expenses that it incurs in its role as such, the excess amount of which, if any, will be distributed to Immunetrics’ stockholders (subject to certain exceptions) at such time as the stockholder representative may determine, in its sole discretion. The Merger Consideration is subject to adjustment based on post-closing adjustments to net working capital, closing cash, indebtedness, and transaction expenses of Immunetrics within 90 days of closing. Concurrently with execution of the Merger Agreement, the parties to the Merger Agreement entered into an Earnout Agreement, which sets forth the terms and conditions applicable to the Earnout Payments. Pursuant to the Earnout Agreement, the Company shall pay the Immunetrics equityholders an aggregate amount of up to $8.0 million of Earnout Payments if Immunetrics achieves certain revenue milestones for the calendar years 2023 and 2024.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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