Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Asset Purchase Agreement
As previously disclosed, on February 22, 2023, Lucira Health, Inc. (the
"Company") filed a voluntary petition (Case No. 23-10242) for relief under
chapter 11 of title 11 the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (such court, the "Bankruptcy
Court"). On April 6, 2023, the Company held an auction (the "Auction") under
Section 363 of the Bankruptcy Code relating to the disposition of all or
substantially all of the Company's assets (the "Assets"). The winning bid at the
Auction was submitted by Pfizer Inc. (the "Buyer").
On April 18, 2023, the Company entered into an Amendment to Asset Purchase
Agreement (the "Amendment") with the Buyer that amended the Asset Purchase
Agreement by and between the Company and the Buyer, dated April 12, 2023 (the
"Original Purchase Agreement," and as amended by the Amendment, the "Purchase
Agreement"). The Amendment amended the Original Purchase Agreement to, among
other things, (i) update the consideration and payment section to specify a
fixed dollar amount of $6.5 million for the aggregate amount to be paid to cure
any defaults (the "Cure Costs") under each of the Jabil Contracts (as defined in
the Purchase Agreement) and (ii) add an additional cash payment of $10.4 million
less the aggregate amount of Cure Costs paid, satisfied or resolved by the Buyer
in connection with certain other contracts as described therein. The Amendment
also contains the Buyer's confirmation, agreement and ratification that (a) the
closing condition set forth in Section 9.6 of the Purchase Agreement, requiring
that Buyer receive a signed offer letter or consulting agreement from at least
three of the seven individuals set forth in a confidential email provided to
Company's counsel on April 6, 2023, has been satisfied in all respects and
(b) the closing condition set forth in Section 9.17 of the Purchase Agreement,
requiring the Buyer to enter into the Jabil Term Sheet (as defined in the
Purchase Agreement) is waived and deemed satisfied in all respects.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the full text of the Amendment, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on
Form 8-K relating to the Purchase Agreement is incorporated into this Item 2.01.
On April 19, 2023, the Bankruptcy Court entered an order approving the sale of
substantially all of the Company's assets to the Buyer pursuant to the Purchase
Agreement for approximately $36.4 million, which is comprised of a combination
of cash, payments of Cure Costs to counterparties to assigned contracts and
leases, and assumed or otherwise satisfied liabilities (the "Asset Sale"). The
Asset Sale closed on April 20, 2023.
The Company does not anticipate filing financial statements for the Asset Sale,
or pro forma financial statements, due to the fact that following the Asset
Sale, the Company is no longer an operating company and lacks the personnel
required to do so.
Item 8.01 Other Events.
As of April 1, 2023, the Company had net operating losses ("NOLs") of
approximately $132.8 million of federal NOLs and $81.6 million of state NOLS.
Our ability to use our NOLs is subject to certain limitations set forth in the
Internal Revenue Code.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Amendment to Asset Purchase Agreement, dated April 18, 2023, by and
between Lucira Health, Inc. and Pfizer Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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