Item 1.01. Entry into a Material Definitive Agreement.

On January 13, 2023 (the "Effective Date"), the wholly-owned subsidiary of Zomedica Corp., Zomedica Inc. (the "Company"), entered into Distribution Agreement (the "Distribution Agreement") with Structured Monitoring Products, Inc. ("SMP") whereby the Company acquired non-exclusive rights to distribute the VetGuardian remote animal vital sign and surveillance monitoring device (the "Product"). The Distribution Agreement was entered into as a result of the Company exercising its right to commercialize the Product pursuant to a Note Purchase Agreement with an effective date of May 16, 2022 between the Company and SMP.

The Company will purchase the Products from SMP for resale and will share service fees with SMP. The Distribution Agreement is for a term of two years with automatic renewals of twelve months unless either party provides written notice of its intent not to renew.

The Distribution Agreement contains customary representations, warranties and covenants of the parties. The Distribution Agreement also contains indemnification provisions pursuant to which SMP has agreed to indemnify the Company and its affiliate against certain losses, subject to the limitations set forth therein.

The Distribution Agreement is attached to this report as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Distribution Agreement and the transactions contemplated and effected thereby is not complete and is qualified in its entirety by the contents of the Distribution Agreement.

The Distribution Agreement is included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Zomedica Corp., the Company or SMP or any of their respective businesses, subsidiaries or affiliates. The representations, warranties and covenants contained in the Distribution Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates, and were made solely for the benefit of the parties to the Distribution Agreement. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Zomedica Corp. or the Company.




Item 8.01.  Other Events.

On January 17, 2023, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d)   Exhibit No.   Description

        10.1*         Structured Monitoring Products, Inc. Distribution Agreement
                    dated January 13, 2023 by and between Zomedica Inc. and
                    Structured Monitoring Products, Inc.
        99.1          Press Release dated January 17, 2023
      104           Cover Page Interactive Data File (embedded within the Inline
                    XBRL document)




*   Certain exhibits and/or schedules to this Exhibit have been omitted in
    accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish
    a supplemental copy of any omitted exhibit or schedule to the SEC upon its
    request.





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