AcelRx Pharmaceuticals, Inc. (NasdaqGM:ACRX) entered into a definitive agreement to acquire Lowell Therapeutics, Inc. for approximately $32.5 million on November 14, 2021. The consideration of approximately $32.5 million plus net cash acquired and certain other adjustments, includes approximately $26 million of contingent consideration payable in cash or stock at AcelRx's option, upon the achievement of regulatory and sales-based milestones. The merger consideration payable upon closing is payable in shares of AcelRx common stock, or at the option of certain Lowell stockholders, in cash acquired from Lowell of up to $3.5 million to such stockholders. An amount of shares of AcelRx common stock valued at approximately $6.5 million is expected to be issued to Lowell securityholders at the closing. If those certain stockholders do not elect to receive cash, the amount of shares of common stock issued by AcelRx will be greater. The transaction was unanimously approved by the AacelRx and Lowell boards of directors. The transaction is subject to certain closing conditions, including Lowell stockholder approval and expected to close in the fourth quarter of 2021. Katie Butler, Larry Crouch, Doreen E. Lilienfeld, Jordan Altman, Alan S. Goudiss, Richard Alsop, Eitan Morris and Christopher Glenn of Shearman & Sterling LLP acted as a legal advisor to AcelRx. Gil Breiman of Burns & Levinson LLP acted as a legal advisor to Lowell.

AcelRx Pharmaceuticals, Inc. (NasdaqGM:ACRX) completed the acquisition of Lowell Therapeutics, Inc. on January 7, 2022. AcelRx acquired all the outstanding shares of capital stock, and options to purchase capital stock, of Lowell for 9,009,538 shares of AcelRx common stock and cash in the amount of approximately $3.5 million, which was cash acquired from Lowell, plus $26.0 million of contingent consideration payable in cash or stock at AcelRx's option upon the achievement of certain regulatory and sales-based milestones. The first milestone payment is expected to be paid upon the achievement of FDA approval of Niyad. Three sales-based milestones totaling $17.0 million will be paid to Lowell based on achievement of specified sales levels up to $100.0 million. Certain obligations of Lowell were also paid in AcelRx stock in the amount of 610,994 shares. AcelRx common stock amounting to 1,396,526 shares were held back to satisfy any potential indemnification and other obligations of Lowell and its securityholders. Maxim Group LLC acted as financial advisor to Lowell Therapeutics.