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$INIS·8-K

RADNOSTIX INC · Jul 1, 4:08 PM ET

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RADNOSTIX INC 8-K

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Radnostix Inc. Acquires Lara System and Ellexa Explorer Assets

What Happened
Radnostix Inc. (INIS) announced it entered into an Asset Purchase Agreement with Lucerno Dynamics, LLC dated June 25, 2026, under which Radnostix purchased the Lara System technology platform, the Ellexa Explorer software and related accessories, parts, consumables, equipment, software, regulatory approvals, intellectual property and any related third‑party licenses (the “Purchased Assets”). The initial aggregate purchase price is $900,000: $150,000 in cash and $750,000 in Radnostix common stock (shares to be issued based on the 20‑day VWAP on the applicable vesting date). The agreement also provides for additional potential consideration tied to regulatory and sales milestones and cash earnouts.

Key Details

  • Initial consideration: $900,000 total — $150,000 cash + $750,000 in common stock (number of shares based on 20‑day VWAP at vesting).
  • Milestone equity: up to $500,000 in common stock if a regulatory milestone (tied to the Nuclear Medicine Clarification Act approval) is met within seven years.
  • Sales milestone: up to $250,000 in common stock upon successful placement of Lara Systems within seven years.
  • Cash earnouts: additional cash payments based on Lara System and Ellexa Explorer sales, subject to a cap set in the Purchase Agreement.
  • The contract includes customary representations, warranties and mutual indemnification obligations between the parties.

Why It Matters
This deal adds the Lara System and Ellexa Explorer assets to Radnostix’s portfolio, potentially supporting future product offerings and revenue opportunities tied to those systems. Investors should note the mix of cash and stock consideration up front (which includes immediate cash outflow and potential equity dilution) and the possibility of further dilution or cash obligations from milestone stock issuances and earnouts over the next seven years. The milestone structure links additional payments to regulatory approval and sales performance, which could affect Radnostix’s future cash needs and share count depending on outcomes.

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