SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
May 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events through the date on which these condensed consolidated financial statements were issued. Merger Agreement On June 15, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SP Evolution HoldCo II, LLC, a Delaware limited liability company and an affiliate of Altaris, LLC (“Parent”), and SP Evolution BidCo II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, holders of the Company’s common stock will be entitled to receive cash consideration of $18.50 per share, without interest and subject to any applicable withholding taxes, for each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger. The Merger Agreement also provides for the treatment of the Company's outstanding equity awards in accordance with its terms upon consummation of the Merger. The transaction has an implied equity value of approximately $375 million. The completion of the Merger is subject to customary closing conditions, including approval by the Company’s stockholders, the receipt of required regulatory approvals, and the absence of any law or order prohibiting the consummation of the transaction. The Merger Agreement also contains customary representations, warranties, covenants, and termination provisions. Upon completion of the Merger, the Company's common stock will cease to be listed on The Nasdaq Stock Market and registered under Section 12 of the Securities Exchange Act of 1934, as amended, and the Company will become a privately held company. In connection with the Merger Agreement, Dr. Walter Woltosz the Company's Chairman of the Board and his spouse, Virginia E. Woltosz, entered into a Voting and Support Agreement pursuant to which he agreed, among other things and subject to the terms and conditions of such agreement, to vote the shares of the Company’s common stock beneficially owned by him in favor of the adoption of the Merger Agreement. In connection with the execution of the Merger Agreement, the Board of Directors approved transaction bonus arrangements for certain executive officers and other employees. Subject to the terms of the applicable arrangements, the bonuses are payable only upon the consummation of the Merger. Subject to the satisfaction or waiver of the closing conditions, the parties currently expect the Merger to be completed during the fourth quarter of calendar 2026. Management has concluded that the execution of the Merger Agreement represents a nonrecognized subsequent event under ASC 855, Subsequent Events, requiring disclosure but not adjustment to the condensed consolidated financial statements. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and the Voting and Support Agreement is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2026
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