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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 28, 2023

 

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Minnesota

0-17272

41-1427402

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

 55413

614 McKinley Place NE

Minneapolis, Minnesota 55413

(Address of Principal Executive Offices) (Zip Code)

 

(612) 379-8854

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TECH

NASDAQ

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

   Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Item 8.01 Other Events

On February 28, 2023, Bio-Techne Corporation (the “Company”) determined that Wilson Wolf Manufacturing LLC, (“Wilson Wolf”) had met the trailing twelve month earnings before interest, taxes, depreciation, and amortization (“EBITDA”) target as set forth in the Investment and Acquisition Option Agreement between the parties dated December 13, 2021, as amended. Bio-Techne has further decided to exercise its option to acquire an approximately 20% investment interest in Wilson Wolf. A copy of the press release issued by Bio-Techne Corporation on March 1, 2023 announcing its intention to exercise the option to invest in Wilson Wolf is attached hereto as Exhibit 99.1.

Item 9.01.      Financial Statements and Exhibits

Exhibit No.

Description

99.1

Press Release, dated March 1, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BIO-TECHNE CORPORATION

 

 

 

 

 

Date: March 1, 2023

By:

/s/ Brenda S. Furlow

 

 

Brenda S. Furlow

 

 

Executive Vice President, General Counsel and Secretary