New Day Diagnostics, LLC entered into an asset purchase agreement to acquire Substantially all of Assets of Epigenomics AG for $9.8 million on July 24, 2023. Under the terms of consideration, As consideration for the sale, Epigenomics AG will receive a purchase price of up to USD 12.05 million, which can be broken down as follows: Cash payments of USD 1.8 million: USD 0.5 million on the closing date, USD 1.0 million on December 1, 2023 and USD 0.3 million on June 30, 2024. Further cash payments of up to USD 8.0 million contingent on the achievement of certain milestones related to Epi proColon and foremost Epi proColon ?Next-Gen?. An interest in the acquirer of 3.0%, valued at least at USD 2.25 million. In addition, the Company will receive royalty or earn-out payments, in the form of royalties linked to the commercialization of the ?Next-Gen?-Test. These payments extend probably until October 2043, the year in which patent protection for the product is expected to expire. Under the terms of the agreement, New Day Diagnostics would acquire substantially all of Epigenomics AG?s assets and intellectual property along with all patents as well as the entire biobank, and thus all of its assets within the meaning of Section 179a of the German Stock Corporation Act (AktG), to the acquirer. The acquisition would expand New Day Diagnostics' portfolio in the cancer diagnostics space and include proprietary biomarker technology for the detection of methylated DNA in various cancer indications, including Epi proColon, a screening tool for the non-invasive detection of colorectal cancer. The agreement is subject to certain closing conditions, including the approval at the Company?s Extraordinary General Meeting. The sale of the assets to New Day Diagnostics is expected to enable the commercialization of Epi proColon ?Next-Gen? and secure future cash flows for Epigenomics AG. As of September 14, 2023, Extraordinary General Meeting of Epigenomics approved the transaction. The closing of the agreement remains subject to customary closing conditions, and both parties are diligently working towards its completion.

TCB Capital Advisors, an affiliate of Weild & Co., acted as the exclusive financial advisor to New Day Diagnostics on this transaction, and Brock Shipe Klenk PLC, Orrick Herrington & Sutcliffe LLP, and Merchant & Gould acted as New Day Diagnostics' legal advisors.