Protea Biosciences Group, Inc. entered into a share purchase agreement to acquire vivoPharm Pty. Ltd. from The Brandt Family, RMIT University, Endowment Arm and another shareholder for $11.2 million.

Protea Biosciences Group, Inc. entered into a share purchase agreement to acquire vivoPharm Pty. Ltd. from The Brandt Family, RMIT University, Endowment Arm and another shareholder for $11.2 million on March 31, 2015. The consideration to be paid includes $0.1 million payable by way of deposit prior to the closing of the acquisition, $5.35 million payable in cash at the closing of the acquisition and balance of $5.7 million payable in the form of 0.57 million shares of new Series A Convertible Preferred Stock to be issued on the closing date of the acquisition. Protea will hold back 0.03 million shares of Protea Series A Preferred Stock until the expiration of twelve months from the closing date. If revenue of vivoPharm exceeds 110% to 120% then 2.5% of the stock consideration would be paid, if revenue exceeds 120.1% to 150% then 5% of the stock consideration would be paid, if revenue exceeds 150% then 7.5% of the stock consideration would be paid. Upon completion of the acquisition, vivoPharm will operate as a business unit of Protea.

The transaction is subject to conditions including Protea raising not less than $10 million of additional debt or equity financing, the resignations, effective as of the closing, of each Director and officer of vivoPharm other than Brandt, third party consents, due diligence investigation and vivoPharm entering into employment agreement. The deal is also conditional on minimum balance sheet requirement for the working capital of vivoPharm not less than 75% of the average amount of the working capital of vivoPharm for the months of October, November and December 2014 and the mix of assets and liabilities of vivoPharm and its consolidated subsidiaries shall be substantially the same as at December 31, 2014. The transaction will close by the end of the first half of 2015. On June 4, 2015, Protea Biosciences and vivoPharm agreed to extend the closing date to September 7, 2015. As reported on September 23, 2015, Protea Biosciences and vivoPharm agreed to extend the closing date to January 31, 2016. Stephen A. Weiss, Esq of CRK Law, LP acted as legal advisor for Protea Biosciences Group, Inc. DW Fox Tucker acted as legal advisor for vivoPharm Pty. Ltd, The Brandt Family and Royal Melbourne Institute of Technology.