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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
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): January 23, 2026
Escalon
Medical Corp.
(Exact Name of Registrant
as Specified in Charter)
| Pennsylvania |
|
000-20127 |
|
33-0272839 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
435 Devon
Park Drive, Suite 824
Wayne,
PA |
|
19087 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (610) 688-6830
(Former name or
former address, if changed since last report)
Securities registered
pursuant to Section 12(b) of the Act: None.
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 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry
into a Material Definitive Agreement.
Escalon
Medical Corp., a Pennsylvania corporation (the “Company”), is party to that certain Asset Purchase Agreement by and
between the Company and Optos Public Limited Company, a company incorporated in Scotland (“Optos”) (as amended, the
“Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company agreed to sell to Optos certain
software-related assets associated with the Company’s AXIS platform (the “Disposition”) in exchange for the
aggregate purchase price of $3,000,000. The purchase price is payable in three milestone installments, each in the amount and subject
to the conditions as set forth in the Asset Purchase Agreement, in addition to $25,000 which was paid upon the execution by the Company
and Optos of a term sheet with respect to the Disposition. On January 23, 2026, the Company completed the Disposition and received the
first milestone installment in the amount of $1,000,000.
The
Asset Purchase Agreement contains customary terms and conditions for a transaction of this nature, including, without limitation, representations,
warranties, covenants, closing conditions, indemnification and termination provisions.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect
to the consummation of the Disposition, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 9.01 Financial
Statements and Exhibits.
(b) Pro Forma Financial
Information
The
following unaudited pro forma financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference:
| ● | Unaudited
pro forma condensed consolidated balance sheet as of September 30, 2025; |
| ● | Unaudited
pro forma condensed consolidated statement of operations for the three months ended September 30, 2025; and |
| ● | Unaudited
pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2025. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1* |
|
Asset Purchase Agreement by and between Escalon Medical Corp. and Optos Public Limited Company, as amended. |
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial
Statements of Escalon Medical Corp. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
| * | Certain annexes to this exhibit have been omitted in accordance
with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials
to the SEC upon request. |
Forward-Looking
Statements
This Current
Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
and other applicable securities laws, including statements regarding milestone payments under the Asset Purchase Agreement.
Forward-looking statements may be identified by the use of words referencing future events or circumstances such as
“expect,” “intend,” “plan,” “anticipate,” “believe,” and
“will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based on the
Company’s current expectations and beliefs and involve assumptions that may never materialize or may prove to be incorrect.
Forward-looking statements are not guarantees of future performance. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without
limitation, the satisfaction of conditions applicable to future milestone payments, many of which are outside the Company’s
control. More detailed information about the risks and uncertainties affecting the Company is contained under the heading
“Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on September 29, 2025, and
in other filings that the Company has made and may make with the SEC in the future. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they were made. Except as required by law,
the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or
circumstances.
SIGNATURES
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.
| |
ESCALON MEDICAL CORP. |
| |
|
|
| |
By: |
/s/ Richard J. DePiano, Jr. |
| |
Name: |
Richard J. DePiano, Jr. |
| Date: January 29, 2026 |
Title: |
Chairman and Chief Executive Officer |
