The Conversation (0)
BioSyent Inc. ("BioSyent", TSX Venture (TSXV): RX) is pleased to announce that it has successfully closed the previously-announced acquisition of Oral Science Inc. ("Oral Science"), a privately-owned Canadian distributor of specialized healthcare products for dental hygiene and oral health based in Brossard, Quebec.
Pursuant to the terms of a Share Purchase Agreement ("SPA") dated February 8, 2026, BioSyent, through its wholly-owned subsidiary, completed the acquisition of Oral Science from the shareholders of Oral Science (the "Sellers") in an arm's length transaction. The aggregate purchase price was $25.5 million, satisfied by: (i) a cash payment of $22.5 million to the Sellers of which $0.2 million will be satisfied with the grant of 12,666 Restricted Share Units ("RSUs") to certain Oral Science employees pursuant to BioSyent's RSU Plan which will fully vest on the second anniversary of the grant date; and (ii) the issue of 234,192 BioSyent common shares (the "Consideration Shares") to the Sellers at a deemed issue price of $12.81 per share ($3.0 million in aggregate). 167,635 of the Consideration Shares are subject to a two-year escrow and 66,557 are subject to a two-year lock-up, with 25% of the locked-up shares to be released every six months. BioSyent paid to the Sellers additional cash consideration of $2.0 million on closing, representing the excess working capital of Oral Science above the $6.3 million working capital requirement pursuant to the SPA. The Sellers are also entitled to a contingent cash earn-out payment in 2027 based on the performance of the Oral Science business in 2025 and 2026 as well as contingent royalty payments until 2033 based on the future sales of one product up to a maximum value of $6.0 million. No finder's fees were applicable in respect of this transaction. The cash component of the purchase consideration was funded with $16.3 million of BioSyent's liquid cash on hand along with a $6.0 million 1-Year Senior Secured Demand Term Loan from RBC Royal Bank and a $2.0 million draw on a RBC Royal Bank Senior Secured Demand Revolving Credit Line Facility.
This transaction qualifies as an "Expedited Acquisition" under TSXV Policy 5.3: Acquisitions and Dispositions of Non-Cash Assets and remains subject to final approval by the TSXV. For more information on this transaction, please refer to BioSyent's news release dated February 9, 2026.
BioSyent further announces that its Board of Directors has approved a grant of 8,682 RSUs to certain employees pursuant to BioSyent's Restricted Share Unit Plan. These RSUs will fully vest on the third anniversary of the grant date.
ABOUT ORAL SCIENCE
Founded in Canada in 2003, Oral Science is a leading and innovative Canadian dental company that partners with progressive dental practices to improve clinical outcomes in periodontal disease, high-risk caries, dry mouth, and oral lesions. Supported by advanced healthcare technologies, Oral Science's integrated approach is built on four key pillars: diagnosis and monitoring, in-office treatments, home-care solutions, and clinical team and patient education.
ABOUT BioSyent
Listed on the TSX Venture Exchange under the trading symbol "RX", BioSyent is a profitable growth-oriented specialty healthcare company focused on acquiring or in-licensing, marketing and distributing innovative pharmaceutical and oral health products that have been successfully developed, are safe and effective, and have a proven track record of improving the lives of patients. BioSyent supports the healthcare professionals that treat these patients by marketing its products through its Canadian pharma, international pharma, and oral health business units.
As of the date of this press release, the Company has 11,497,447 common shares outstanding.
For further information please contact:
Mr. René C. Goehrum
President and CEO
BioSyent Inc.
E-Mail: investors@biosyent.com
Phone: 905-206-0013
Web: www.biosyent.com
This press release may contain information or statements that are forward-looking. The contents herein represent our judgment, as at the release date, and are subject to risks and uncertainties that may cause actual results or outcomes to be materially different from the forward-looking information or statements. Potential risks may include, but are not limited to, those associated with clinical trials, product development, future revenue, operations, profitability and obtaining regulatory approvals. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
