Pfizer Inc. (NYSE:PFE) entered in to an auction to acquire Substantially All of the Assets of Lucira Health, Inc. on April 6, 2023. Pfizer Inc. (NYSE:PFE) entered into an asset purchase agreement to acquire Substantially All of the Assets of Lucira Health, Inc. on April 12, 2023. Pursuant to a sale conducted under Section 363 of the United States Bankruptcy Code (the “Asset Sale”). The Asset Sale was subject to approval by the Bankruptcy Court at a hearing scheduled for April 13, 2023 and entry of an order of the Bankruptcy Court approving the Asset Sale. Upon execution of the Purchase Agreement, the Buyer made a $500,000 earnest money deposit (the “Deposit”) with an escrow agent, which amount shall be applied against payment of the consideration at the closing of the Asset Sale (the “Closing”). On April 13, 2023 and April 14, 2023, the Bankruptcy Court held hearings and, on April 14, 2023, reopened the auction, at which the Buyer again submitted the winning bid. In the Purchase Agreement executed on April 12, 2023, the Buyer agreed to purchase the Assets from the Company for aggregate consideration comprised of (i) the assumption of certain liabilities, (ii) a $5.0 million cash payment, (iii) the payment of amounts necessary to cure any defaults under each of the Assigned Contracts (as defined in the Purchase Agreement) (the “Cure Costs”), and (iv) an additional cash payment of $7.0 million less the aggregate amount of paid Cure Costs associated with the Jabil Contracts (as defined in the Purchase Agreement) and any Transition Contracts (as defined in the Purchase Agreement). Pfizer Inc. (NYSE:PFE) entered into an Amendment to Asset Purchase Agreement to acquire Substantially All of the Assets of Lucira Health, Inc. on April 18, 2023. 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 Pfizer in connection with certain other contracts as described therein.

On April 19, 2023, the Bankruptcy Court entered an order approving the sale of substantially all of the Company's assets to the Pfizer pursuant to the purchase agreement for $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. Cooley LLP acted as legal advisor to Lucira Health. Arnold & Porter Kaye Scholer LLP acted as legal advisor to Pfizer in the transaction.

Pfizer Inc. (NYSE:PFE) acquired Substantially All of the Assets of Lucira Health, Inc. on April 20, 2023.