Item 1.01 Entry into a Material Definitive Agreement.
On May 8, 2020, Diamedix Corporation, a wholly-owned subsidiary of ERBA
Diagnostics, Inc. ("Diamedix"), consummated the transactions contemplated by
that certain Purchase and Sale Agreement, dated June 17, 2019, by and between
Diamedix, as seller, and PRH Investments, LLC ("Buyer"), as amended by that
certain First Amendment dated as of July 1, 2019 (the "First Amendment"), as
further amended by that certain Second Amendment dated as of September 18, 2019,
and as further amended by that certain Third Amendment dated as of May 8, 2020
(collectively, the "Purchase Agreement"), pursuant to which Buyer purchased that
certain real property owned by Diamedix located at 2115, 2127, 2140, 2141, 2150,
2160 North Miami Avenue, 2155 NW Miami Court and 38 NW 22nd Street, in Miami,
Florida, and all improvements thereon (collectively, the "Property") for the
aggregate purchase price of $18,500,000.
Immediately prior to the consummation of the transactions contemplated by the
Purchase Agreement, Diamedix and Buyer entered into a Third Amendment to
Purchase and Sale Agreement (the "Third Amendment"). Pursuant to the Third
Amendment: (a) the purchase price for the Property was reduced from $21,750,000
to $18,500,000; (b) the purchase price credit from the First Amendment was
rendered null and void and the corresponding section reflecting such credit
deleted; (c) in connection with the purchase price reduction, the SEC Assemblage
Demolition (as such term is defined in the Purchase Agreement) condition to
closing was removed and Buyer assumed the obligation to complete the SEC
Assemblage Demolition following Closing (as such term is defined in the Purchase
Agreement); and (d) the closing date for the purchase and sale of the Property
was set as May 8, 2020. The purchase price is (i) subject to a holdback in the
amount of $150,000 and (ii) reduced by fees, costs and expenses paid at closing
such as any outstanding taxes, code violations, real estate closing costs,
service provider fees and other similar matters. In connection with the SEC
Assemblage Demolition, Diamedix also entered into a reciprocal access agreement
(the "Access Agreement") with the tenant of the neighboring real property to
permit reciprocal access rights as required in connection with the SEC
Assemblage Demolition. As part of the Third Amendment, Buyer is required to
assume the Access Agreement at Closing.
The foregoing description of the Third Amendment set forth under this Item 1.01
does not purport to be complete. Such description is only a summary and is
qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
into this Item 1.01 in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 10.1 - Third Amendment to Purchase and Sale Agreement, dated as of
May 8, 2020, by and between Diamedix Corporation and PRH Investments, LLC.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ERBA DIAGNOSTICS, INC. 
