Scientific Learning Corporation (OTCPK:SCIL) signed non-binding letter of intent to acquire Brain Maps Technology Co. Ltd. on December 1, 2017. The transaction is subject finalization of definitive transaction agreements, completion of financing transactions to obtain the capital required to acquire and expand BrainMaps, approval of Board of Directors and Shareholders of of Scientific Learning Corporation. As on January 12, 2018, Scientific Learning Corporation will raise $1.79 million to fund the acquisition of Brain Maps Technology Co. Ltd. As on January 18, 2018, Scientific Learning Corporation entered into definitive agreement to acquire Brain Maps Technology Co. Ltd. Under the terms of the agreement, BrainMaps’ shareholders will receive 40% of the common stock of Scientific Learning, on a diluted basis, subject to certain exclusions. In addition, Scientific Learning will pay BrainMaps shareholders $6.2 million in cash. Also, BrainMaps’ shareholders will be eligible for up to $12 million in earn-out cash payments earned over seven and a half years. Earn-out payments will be made annually based on the continued employment of Rick Lee and Tiffany Koo, with $9 million of the potential earn-out to be earned as a percentage of the free cash flow generated by BrainMaps’ business. Tyton Partners acted as financial advisor for Scientific Learning Corporation.