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Nanalysis Scientific Corp. ("the Company", TSXV: NSCI OTCQX: NSCIF FRA: 1N1 ), is pleased to announce that it has acquired 100 percent of One Moon Scientific ("OMS"), a New York based magnetic resonance software company. This acquisition opens up new industry verticals for hardware sales and allows for software licensing and SAAS revenue.
One Moon Scientific specializes in a suite of software tools to streamline and automate Magnetic Resonance ("MR") data analysis and management. Originally developed at a leading pharmaceutical company, this advanced software platform was designed from the ground up to be a powerful platform to provide routine, high-performance data processing and fill niches in MR data analysis, including machine learning and database construction/search algorithms. The founder and CEO, Bruce Johnson , will remain as a consultant and will also continue his university academic research.
Sean Krakiwsky , founder and CEO of Nanalysis said "This acquisition will allow us to evolve our revenue model to include software licensing and software as a service (SaaS). As demand continues to increase for our hardware products, management felt it was the right time to add a complete software package to our product mix. This will position us to further penetrate certain vertical markets, such as food authentication and biological diagnostic technologies."
"Joining forces with an experienced MR software leader, such as Bruce Johnson , is a critical part of our strategy to build a fully vertically integrated NMR/MRI company focused on providing industrial solutions with necessary software layers to provide, accurate, and reliable data.
"This acquisition will allow us to add important features to our current installed base and will also strengthen our position with key partners. This acquisition allows us to offer comprehensive data processing, including both AI and deep learning algorithms, on top of our world-class hardware products."
Bruce Johnson , founder and CEO of One Moon Scientific, Inc. said "This is a fantastic opportunity to ensure the long-term future of software I've been developing for over 25 years. The acquisition of One Moon Scientific, Inc. by Nanalysis will bring new developments to the software beyond our academic work in biomolecular MR and will grow the user base of these software tools that are already used by a global community."
About the Acquisition
The base consideration paid for OMS is US $625,000 , of which $275,000 will be paid in cash and $350,000 will be paid through the issuance of four promissory notes. The promissory notes are convertible at the option of Nanalysis to repay the indebtedness owing under the notes by: (i) cash or ; (ii) Nanalysis shares. The former shareholders of OMS may also receive an earn-out over the three years to December 31, 2024, based on future revenue growth objectives.
The closing of this transaction is subject to several customary closing conditions, such as TSX approval. The contract was signed on July 21, 2021 by all parties. Final closing is scheduled for Wednesday, July 28th, 2021.
About Nanalysis Scientific Corp. ( TSXV: NSCI , OTCQX: NSCIF, FRA: 1N1)
Nanalysis trades on the TSX Venture Exchange (TSXV) in Canada with ticker symbol ' NSCI ' ,Over the Counter (OTC) in the United States under the ticker symbol ' NSCIF ', and on the Frankfurt Exchange (FRA) under the symbol ' 1N1 '.
Nanalysis is an international business focused on capitalizing its proprietary technologies in magnetic resonance (MR) that go into NMR spectrometers and magnetic resonance imaging (MRI). Nanalysis operates out of two subsidiaries, Nanalysis Corp. and RS2D S.A.S. (RS2D).
Nanalysis Corp. is an industry leader in developing and manufacturing compact MR spectrometers for laboratory and industrial markets. Its advanced 60 and 100 MHz spectrometers require no liquid helium or other cryogens. These devices are used by chemical professionals spanning a wide variety of industries, including oil and gas, chemical, mining, pharmaceutical, and biotechnology.
Through its European subsidiary RS2D, the Company's electronic boards and software are used in conventional NMR and MRI equipment and are being incorporated into next-gen MRI systems as well as miniaturized MRI devices.
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Notice regarding Forward Looking Statements and Legal Disclaimer
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nanalysis Scientific Corp.
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