908 Devices Acquires Agilent's Mass Spectrometry Business for $100M

TL;DR

908 Devices just bought Agilent's mass spec biz for $100M cash. Big move!

AI Summary

On April 29, 2024, 908 Devices Inc. announced the closing of its previously disclosed acquisition of the business and assets of the "Mass Spectrometry" business of Agilent Technologies, Inc. The transaction involved an aggregate purchase price of $100 million, paid in cash. This acquisition is expected to significantly expand 908 Devices' product portfolio and market reach in the mass spectrometry field.

Why It Matters

This acquisition allows 908 Devices to enhance its offerings in the mass spectrometry market, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves a significant cash outlay and integration risks, which could impact the company's financial performance and operational efficiency.

Key Numbers

• $100 million — Purchase Price (Cash paid by 908 Devices for the acquired mass spectrometry business.)

Key Players & Entities

• 908 Devices Inc. (company) — Registrant
• Agilent Technologies, Inc. (company) — Seller of acquired business
• $100 million (dollar_amount) — Purchase price for the acquired business
• April 29, 2024 (date) — Closing date of the acquisition

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MASS The Nasdaq Global Mark
• $45.0 million — , in exchange for an initial payment of $45.0 million in cash (the "Cash Consideration"), and
• $0 — tered shares of common stock, par value $0.001, of the Company (the "Company Commo
• $4.5 million — eement also provides that approximately $4.5 million of the Cash Consideration will be place
• $37 m — d during the Earnout Period is at least $37 million, the Company will be obligated to
• $45 million — arnout Revenue equal to or greater than $45 million. The Earnout Revenue also may include c
• $37 million — that Earnout Revenue is otherwise above $37 million. No Earnout Shares will be issued if th

Filing Documents

• tm2412873d1_8k.htm (8-K) — 43KB
• tm2412873d1_ex2-1.htm (EX-2.1) — 841KB
• tm2412873d1_ex10-1.htm (EX-10.1) — 24KB
• tm2412873d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-054505.txt ( ) — 1256KB
• mass-20240429.xsd (EX-101.SCH) — 3KB
• mass-20240429_lab.xml (EX-101.LAB) — 33KB
• mass-20240429_pre.xml (EX-101.PRE) — 22KB
• tm2412873d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Equity Purchase Agreement On April 29, 2024, 908 Devices Inc. (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with CAM2 Technologies, LLC, a Connecticut limited liability company (d/b/a RedWave Technology) ("RedWave"), CAM3 HoldCo, LLC, a Connecticut limited liability company ("Seller Entity"), each of the holders of outstanding equity interests of Seller Entity (the "Beneficial Sellers", together with the Seller Entity, the "Sellers"), and Jon Frattaroli, in his capacity as a guarantor for a Beneficial Seller that is an entity pursuant to Section 10.14 of the Purchase Agreement (the "Indirect Beneficial Seller"). RedWave is a provider of portable FTIR spectroscopic analyzers for rapid chemical identification of bulk materials. Pursuant to the Purchase Agreement, Company purchased, all of Seller Entity's right, title and interest in and to all of the issued and outstanding equity interests of RedWave (the "Transaction"), in exchange for an initial payment of $45.0 million in cash (the "Cash Consideration"), and 1,497,171 unregistered shares of common stock, par value $0.001, of the Company (the "Company Common Stock"), which reflects closing adjustments relating to working capital, cash and debt adjustments as set forth in the Purchase Agreement (the "Closing Shares" and together with the Cash Consideration, the "Closing Consideration"). The Cash Consideration is subject to additional working capital, cash, debt, and transaction expense adjustments as set forth in the Purchase Agreement . The Purchase Agreement also provides that approximately $4.5 million of the Cash Consideration will be placed into an indemnification escrow account for a 12-month period following the Closing Date (as defined below) to settle certain claims for indemnification for breaches or inaccuracies in RedWave's representations and warranties, covenants, and agreements. The Transaction closed o

01

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 is incorporated by reference into this Item 2.01.

02

Item 3.02. Unregistered Sale of Equity Securities. The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Furthermore, subject to the achievement of the Earnout Milestone, the Company may issue up to 4,000,000 unregistered shares of its Common Stock as Earnout Shares, based on the level of achievement of the Earnout Milestone pursuant to the terms of the Purchase Agreement and as set forth in

01

Item 1.01. The Closing Shares that will be issued upon the closing of the Transaction and the Earnout Shares, if any, to be issued after the closing of the transaction, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.

01

Item 7.01. Regulation FD Disclosure. On April 30, 2024, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The financial statements of RedWave required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information, The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 2.1 Equity Purchase Agreement dated as of April 29, 2024, by and among 908 Devices Inc., CAM2 Technologies, LLC (d/b/a RedWave Technologies), CAM3 HoldCo, LLC, each of the Beneficial Sellers named therein and the Indirect Beneficial Seller named therein. 10.1 Form of Lock-Up Agreement 99.1 Press Release issued by 908 Devices Inc. on April 30, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 908 DEVICES INC. Date: April 30, 2024 By: /s/ Michael S. Turner Name: Michael S. Turner Title: Chief Legal and Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR