HESKA CORP (Form: S-3ASR, Received: 02/16/2022 17:17:27)

HESKA CORPORATION

/s/ Kevin S. Wilson

Kevin S. Wilson

Chief Executive Officer and President

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As filed with the Securities and Exchange Commission on February 16, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HESKA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			77-0192527
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(970) 493-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin S. Wilson

Chief Executive Officer and President

Heska Corporation

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(970) 493-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Robyn Zolman, Esq.

Gibson, Dunn & Crutcher LLP

1801 California St. Ste 4200

Denver, CO 80202

(303) 298-5700

Approximate date of commencement of proposed sale to the public:

From time to time, after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			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 7(a)(2)(B) of Securities Act. ☐

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Prospectus

HESKA CORPORATION

91,039 shares of Common Stock

This prospectus covers the potential resale from time to time of an aggregate of up to 91,039 shares of our common stock, $0.01 par value per share (the “Shares”), by the selling stockholders identified in this prospectus (collectively with any of the holder’s transferees, pledgees, donees or successors, the “Selling Stockholders”). The Shares may become issuable to such Selling Stockholders as earn-out payments pursuant to the terms of a Sale and Purchase Agreement, dated November 1, 2021 (the “Purchase Agreement”), contingent upon the achievement of milestones specified therein. The Shares have not been earned and have not been issued as of the date of this prospectus. The actual number of shares of common stock to be issued to the Selling Stockholders as earn-out payments, if any, could vary materially depending on whether and to what extent the applicable future milestones are achieved. As such, we may ultimately issue no or less than the total number of shares of our common stock registered for resale pursuant to this prospectus. This presentation is not intended to constitute an indication or prediction of whether and to what extent any of the future milestones will be achieved. We are registering the resale of the Shares covered by this prospectus as required by the Purchase Agreement.

The Company will not receive any proceeds from the sale by the Selling Stockholders of the Shares. We are paying the cost of registering the Shares covered by this prospectus as well as various related expenses. The Selling Stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of the Shares.

Sales of the Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The Selling Stockholders may sell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Shares, or both. If required, the number of shares to be sold, the public offering price of those shares, the names of any underwriters, broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called a prospectus supplement. Because all of the Shares offered under this prospectus are being offered by the Selling Stockholders, we cannot currently determine the price or prices at which the Shares may be sold under this prospectus.

The Company’s common stock is traded on The Nasdaq Capital Market under the symbol “HSKA.” On February 15, 2022, the closing sale price of our common stock on The Nasdaq Capital Market was $134.18 per share. Our principal executive offices are located at 3760 Rocky Mountain Avenue, Loveland, Colorado, 80538 and our telephone number is (970) 493-7272.

Investing in our securities involves a high degree of risk. You should carefully consider the Risk Factors discussed on page 3 before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 16, 2022

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the Shares the Selling Stockholders may offer. Each time the Selling Stockholders sell the Shares using this prospectus, to the extent necessary, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the number of shares being offered, the manner of distribution, the identity of any underwriters or other counterparties and other specific terms related to the offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement made in an accompanying prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the accompanying prospectus supplement. You should read this prospectus, any applicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment in shares of our common stock. See “Where You Can Find More Information” for more information.

Neither we nor the Selling Stockholders have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. Neither we nor the Selling Stockholders take any responsibility for, nor can provide assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders have authorized any other person to provide you with different or additional information, and neither of us are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of the prospectus or any sale of the Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside of the United States, neither we nor the Selling Stockholders have done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to the offering and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere or incorporated by reference into this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in our securities. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and the documents that we incorporate by reference into this prospectus, before making an investment decision.

Unless otherwise specified, when used in this prospectus, the terms “the Company,” “Heska,” “issuer,” “Registrant,” “we,” “our,” and “us” refer to Heska Corporation and, where appropriate, its consolidated subsidiaries. Our Restated Certificate of Incorporation, as amended (the “Charter”), authorizes three classes of stock: Traditional common stock, Public common stock, and preferred stock. Pursuant to an NOL Protective Amendment to the Charter adopted in 2010, all shares of Traditional common stock then outstanding were automatically reclassified into shares of Public common stock. Our Public common stock trades on The Nasdaq Capital Market under the symbol “HSKA.” In this prospectus, references to “Public common stock” and “common stock” are references to our Public common stock, unless the context otherwise requires.

Business of Heska Corporation

We sell veterinary and animal health diagnostic and specialty products. Our offerings include Point of Care diagnostic laboratory instruments and consumables; Point of Care digital imaging diagnostic products; digital cytology services; vaccines; local and cloud-based data services; allergy testing and immunotherapy; and single-use offerings such as in-clinic diagnostic tests and heartworm preventive products. Our core focus is on supporting veterinarians in the canine and feline healthcare space.

We were founded as Paravax, Inc. and incorporated in California in 1988. We changed our name to Heska Corporation in 1995, reincorporated in Delaware and completed our initial public offering in 1997.

Our principal executive offices are located at 3760 Rocky Mountain Avenue, Loveland, Colorado 80538. Our telephone number is 970-493-7272 and our Internet address is www.heska.com. References to our website in this prospectus are inactive textual references only and the content of our website should not be deemed incorporated by reference for any purpose, except as set forth below under “Incorporation of Certain Information by Reference”. Additional information regarding our company, including our audited financial statements and descriptions of our business, is contained in the documents incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

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THE OFFERING

Common Stock Offered by the Selling Stockholders

91,039 shares of common stock

Use of Proceeds

We will not receive any proceeds from the sale of the Shares offered by this prospectus. See “Use of Proceeds” and “Selling Stockholders.”

Plan of Distribution

The Selling Stockholders may sell all or a portion of the Shares owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Shares covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

Risk Factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” and other information included or incorporated into this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our securities.

The Nasdaq Capital Market Symbol

HSKA

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RISK FACTORS

Investing in our securities involves risks. Our business is influenced by many factors that are difficult to predict and beyond our control and that involve uncertainties that may materially affect our business, results of operations, financial condition or cash flows, or the value of these securities. These risks and uncertainties are described in the risk factors section of the documents that are incorporated by reference in this prospectus. Any subsequent prospectus supplement may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under such prospectus supplement. You should carefully consider all of the information contained in or incorporated by reference in this prospectus and in the applicable prospectus supplement before you invest in our securities.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any subsequent prospectus supplement, including the information we incorporate by reference, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that are not statements of current or historical fact contained in this prospectus, any subsequent prospectus supplement and the information we incorporate by reference may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “scheduled,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially from those expressed or forecasted in any such forward-looking statements as a result of certain factors. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and elsewhere in this prospectus, any subsequent prospectus supplement and the documents incorporated by reference herein and therein. These factors include, among others, risks and uncertainties related to:

•	the impact of the COVID-19 pandemic on consumer demand, our global supply chain and our financial and operational results;

•	the success of third parties in marketing our products;

•	outside business interests of our Chief Executive Officer;

•	our reliance on third party suppliers and collaborative partners;

•	our dependence on key personnel;

•	our dependence upon a number of significant customers;

•	competitive conditions in our industry;

•	our dependence on third parties to successfully develop new products;

•	our ability to market and sell our products successfully;

•	expansion of our international operations;

•	the impact of regulation on our business;

•	the success of our acquisitions and other strategic development opportunities;

•	our ability to develop, commercialize and gain market acceptance of our products;

•	cybersecurity incidents and related disruptions and our ability to protect our stakeholders’ privacy;

•	product returns or liabilities;

•	volatility of our stock price; and

•	our ability to service our convertible notes and comply with their terms.

Readers are cautioned not to place undue reliance on these forward-looking statements. Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect the passage of time, any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as otherwise required by applicable securities laws.

Discussions containing these forward-looking statements are also included in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” incorporated by reference from our most recent Annual Report on Form 10-K, as well as any amendments we make to that filing or any future filings we make with the SEC.

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USE OF PROCEEDS

We are registering the Shares for resale by the Selling Stockholders. We will not receive any proceeds from the sale of the Shares offered by this prospectus. The net proceeds from the sale of the Shares offered by this prospectus will be received by the Selling Stockholders.

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DESCRIPTION OF COMMON STOCK

General

The following description summarizes important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth herein, you should refer to our Charter and our Amended and Restated Bylaws, as amended (the “Bylaws”), both of which are filed as exhibits to our most recent Annual Report on Form 10-K and incorporated by reference into this prospectus, and to the applicable provisions of Delaware law. See “Where You Can Find More Information.”

On May 4, 2010, our stockholders approved an amendment to our Charter (the “NOL Protective Amendment”). The NOL Protective Amendment places restrictions on the transfer of our common stock that could adversely affect our ability to use our domestic Federal Net Operating Loss carryforward (“NOL”). The NOL Protective Amendment reclassified our capital stock into shares of Traditional common stock and Public common stock, which together we refer to as our “common stock securities.” These restrictions on transfer prohibit certain future transfers of our capital stock that could adversely affect our ability to utilize our NOL and certain income tax credits to reduce our federal income taxes, which we refer to as the “Tax Benefits.” Pursuant to the NOL Protective Amendment, each share of Traditional common stock was automatically reclassified into one share of common stock.

After giving effect to the amendments to our Charter adopted subsequent to the NOL Protective Amendment, our authorized capital stock consists of 42,500,000 shares of capital stock, par value $0.01 per share, of which:

•	20,000,000 shares of original common stock are designated as Traditional common stock;

•	20,000,000 shares of NOL restricted common stock are designated as Public common stock; and

•	2,500,000 shares are designated as preferred stock.

All outstanding shares of common stock are validly issued, fully paid, and nonassessable.

On February 15, 2022, there were 10,757,401 shares of common stock outstanding and no shares of Traditional common stock or preferred stock outstanding. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the capital stock of the Company entitled to vote.

Voting rights

Each holder of common stock is entitled to one vote for each share of common stock held of record on the applicable record date on all matters submitted to a vote of stockholders. There are no cumulative voting rights for the election of directors in our Charter. The directors elected at each annual meeting of stockholders are elected for a one year term of office expiring at the next annual meeting of stockholders.

Directors are elected by a plurality of the vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote on the election of directors. Except as provided otherwise in the Charter, the Bylaws, or applicable Delaware law, the vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any matter brought before a meeting of stockholders.

Dividend rights; rights upon liquidation

The holders of common stock are entitled to receive dividends out of assets legally available for dividends at times and in amounts as our board of directors may determine. These dividend rights are subject to any preferential dividend rights that may be granted to holders of outstanding preferred stock.

In the event of our liquidation, dissolution or winding up, each share of common stock is entitled to share pro rata in any distribution of our assets after payment or providing for the payment of liabilities and the liquidation preference of any then outstanding preferred stock.

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Preemptive and other rights

Other than as set forth under the caption “Conversion” below, holders of common stock have no preemptive or other rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other of our securities. There are no redemption or sinking fund provisions applicable to the common stock securities.

Conversion

Each share of Public common stock will automatically be converted into the equivalent number of shares of Traditional common stock on the earliest of January 1, 2026, the date our board of directors determines that the transfer restrictions described below are no longer necessary or advisable to preserve the Tax Benefits due to changes in tax laws, or the date our board of directors determines in good faith that it is in the best interests of the Company and our stockholders to terminate the transfer restrictions.

NOL transfer restrictions

As a result of the NOL Protective Amendment, the shares of common stock are subject to transfer restrictions such that holders of common stock are restricted from attempting to transfer (which includes any direct or indirect acquisition, sale, transfer, assignment, conveyance, pledge or other disposition) any of the shares of common stock (or options, warrants or other rights to acquire common stock, or securities convertible or exchangeable into common stock), to the extent that such transfer would (i) create or result in an individual or entity becoming a five-percent stockholder of the common stock for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, and the related Treasury Regulations, which individual or entity is referred to as a “five-percent stockholder,” or (ii) increase the stock ownership percentage of any existing five-percent stockholder.

Transfers that violate the provisions of the NOL Protective Amendment shall be null and void ab initio and shall not be effective to transfer any record, legal, beneficial or any other ownership of the number of shares which result in the violation of the NOL Protective Amendment, which shares are referred to as “Excess Securities.” The purported transferee shall not be entitled to any rights as a Company stockholder with respect to the Excess Securities. Instead, the purported transferee would be required, upon demand by us, to transfer the Excess Securities to an agent designated by us for the limited purpose of consummating an orderly arm’s-length sale of such Excess Securities. The net proceeds of the sale will be distributed first to reimburse the agent for any costs associated with the sale, second to the purported transferee to the extent of the price it paid, and finally to the purported transferor to the extent there is any additional amount, or, if the purported transferor cannot readily be identified to us, to cover the costs incurred by us as a result of such prohibited transfer, with the remainder, if any, to be donated to a charity designated by our board of directors.

With respect to any transfer that does not involve a transfer of our “securities” within the meaning of Delaware law but which would cause any five-percent stockholder to violate the transfer restrictions, the following procedure would apply in lieu of those described above. In such case, no such five-percent stockholder would be required to dispose of any interest that is not a security of the Company, but such five-percent stockholder and/or any person whose ownership of our securities is attributed to such five-percent stockholder, would be deemed to have disposed of (and would be required to dispose of) sufficient securities (which securities shall be disposed of in the inverse order in which they were acquired), simultaneously with the transfer, to cause such five-percent stockholder not to be in violation of the transfer restrictions, and such securities would be treated as Excess Securities to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such five-percent stockholder or such other person that was the direct holder of such Excess Securities from the proceeds of sale by the agent being the fair market value of such Excess Securities at the time of the prohibited transfer.

The NOL Protective Amendment also provides us with various remedies to prevent or respond to a purported transfer that violates its provisions, including that any person who knowingly violates it, together with any persons in the same control group with such person, are jointly and severally liable to us for such amounts as will put us in the same financial position as it would have been in had such violation not occurred.

The foregoing transfer restriction provisions may only be amended or repealed by the affirmative vote of the holders of at least two-thirds of the shares entitled to vote thereon. This summary description of the NOL Protective Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the NOL Protective Amendment.

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Anti-takeover provisions in Delaware law and our Charter

The NOL Protective Amendment may have an “anti-takeover” effect because, among other things, the common stock restricts the ability of a person, entity or group to accumulate more than five percent of the common stock and the ability of persons, entities or groups now owning more than five percent of the outstanding shares of common stock from acquiring additional shares of common stock without the approval of our board of directors.

We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business combination with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes a merger, asset sale or other transaction resulting in financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation’s voting stock.

The Charter provides that special meetings of stockholders may be called only at the request of our chairman of the board of directors, our chief executive officer or president, or by a resolution adopted by a majority of our board of directors.

The provisions described above, together with the ability of our board of directors to issue preferred stock without stockholder approval, could have the effect of delaying, deferring or preventing a change in control, delaying, deferring or preventing the removal of existing management, deterring potential acquirers from making an offer to our stockholders, and limiting any opportunity of our stockholders to realize premiums over prevailing market prices of our common stock in connection with offers by potential acquirers. The above-described effects could occur even if a majority of our stockholders might benefit from such a change in control or offer.

Listing

Our common stock is listed on The Nasdaq Capital Market under the symbol “HSKA”.

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SELLING STOCKHOLDERS

This prospectus covers the potential resale from time to time of an aggregate of up to 91,039 shares of our common stock, $0.01 par value per share (the “Shares”), by the selling stockholders identified in this prospectus (collectively with any of the holder’s transferees, pledgees, donees or successors, the “Selling Stockholders”). The Shares may become issuable to such Selling Stockholders as earn-out payments pursuant to the terms of a Sale and Purchase Agreement, dated November 1, 2021 (the “Purchase Agreement”), contingent upon the achievement of milestones specified therein. The Shares have not been earned and have not been issued as of the date of this prospectus. The actual number of shares of common stock to be issued to the Selling Stockholders as earn-out payments, if any, could vary materially depending on whether and to what extent the applicable future milestones are achieved. As such, we may ultimately issue no or less than the total number shares of our common stock registered for resale pursuant to this prospectus. This presentation is not intended to constitute an indication or prediction of whether and to what extent any of the future milestones will be achieved. We are registering the resale of the Shares covered by this prospectus as required by the Purchase Agreement.

Certain Information Concerning the Selling Stockholders

The table below presents information regarding the Selling Stockholders and the shares of our common stock that they may sell or otherwise dispose of from time to time under this prospectus. As contemplated by Section 240.01 of the Regulation S-K Compliance and Disclosure Interpretations of the SEC’s Division of Corporation Finance, we are identifying the Selling Stockholders on a group basis because they currently hold less than 1% of our outstanding common stock and will hold less than 1% of our outstanding common stock assuming all of the Shares are issued. Ingo Fraedrich and Thomas Fraedrich, who control the Selling Stockholders, serve as managing directors of Veterinärmedizinisches Dienstleistungszentrum (VetZ) GmbH Online-Dienstleistungen für Tierärzte, which became a wholly owned indirect subsidiary of the Company following the consummation of the transactions contemplated by the Purchase Agreement.

For the Selling Stockholders collectively listed on the table below, we have calculated the maximum number of shares that could become saleable by such Selling Stockholders pursuant to this prospectus if such Selling Stockholders were to receive the maximum number of shares issuable to such Selling Stockholder under the Purchase Agreement. On an aggregate basis, the total number of shares saleable pursuant to this prospectus to all Selling Shareholder is 91,039 shares in the aggregate.

For purposes of calculating the number of shares saleable pursuant to this prospectus, we have assumed that all of the shares issuable to the Selling Stockholders covered by this prospectus are sold. However, because the Selling Stockholders can offer all, some, or none of their shares, no definitive estimate can be given as to the number of shares that the Selling Stockholders will ultimately offer or sell under this prospectus or the number of shares that will be held by the Selling Stockholders upon termination of this offering.

Applicable percentages are based on 10,757,401 shares outstanding on February 15, 2022, adjusted as required by rules promulgated by the SEC.

Selling Stockholders

91,039

—

*	Represents beneficial ownership of less than 1% of our outstanding common stock.

(1)

Assumes the issuance of the maximum number of shares that may be issued as earn-out payments pursuant to the Purchase Agreement. The shares have not been earned or issued as of the date of this prospectus, and we may ultimately issue no or less than the full number of shares registered for resale pursuant to this prospectus. The Selling Stockholders did not own any shares of our common stock prior to the date of this prospectus.

(2)	Assumes the sale of all shares available for sale under this prospectus and no further acquisitions of shares by the Selling Stockholders.

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PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The Selling Stockholders may use one or more of the following methods when disposing of the shares or interests therein:

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•	through brokers, dealers or underwriters that may act solely as agents;

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;

•	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

•	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

•	a combination of any such methods of disposition; and

•	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

If the Selling Stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.

Each Selling Stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. If the Company is notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions

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allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of common stock, the Company will file a supplement to this prospectus if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer or donate the shares of common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of the shares of common stock or interests in shares of common stock, the Selling Stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of common stock short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority (FINRA) or independent broker-dealer will not be greater than eight percent of the initial gross proceeds from the sale of any security being sold.

Under the securities laws of some U.S. states, shares of our common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some U.S. states shares of our common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The Company has advised the Selling Stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock.

The aggregate proceeds to the Selling Stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. The Company will not receive any of the proceeds from this offering.

The Company will pay all of the expenses incurred in connection with the registration of the Shares.

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LEGAL MATTERS

Certain legal matters, including the validity of the securities offered pursuant to this registration statement, will be passed upon for us by Gibson, Dunn & Crutcher LLP.

EXPERTS

The financial statements as of December 31, 2020 and for the year then ended and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The financial statements of the Company incorporated in this registration statement by reference from the Company’s Annual Report on Form 10-K, filed on February 26, 2021, as of December 31, 2019 and for the years ended December 31, 2019 and December 31, 2018 have been audited by Plante & Moran, PLLC, an independent registered public accounting firm, as stated in their report included therein, and given upon the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information. We make available on or through our website, http://www.heska.com, free of charge, copies of these filings as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The information on our website is not incorporated by reference into this prospectus except as set forth below under “Incorporation of Certain Information by Reference”.

The SEC also maintains a website that contains reports, proxy and information statements, and other information about issuers, like Heska, that file electronically with the SEC. The address of that site is http://www.sec.gov. Unless specifically listed below under “Incorporation of Certain Information by Reference” the information contained on the SEC website is not incorporated by reference into this prospectus.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us and our securities. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and in each instance we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this document.

This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC and that are not included in or delivered with this document. They contain important information about us and our financial condition.

•	Our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021 (the “2020 Form 10-K”).

•	Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on May 6, 2021, August 4, 2021 and November 4, 2021;

•	Our Current Reports on Form 8-K filed on January 12, 2021, March 5, 2021, May 6, 2021, June 10, 2021, November 4, 2021 (filing containing Item 1.01 only), and November 22, 2021, and our Amendment to Current Report on Form 8-K/A filed on February 5, 2021.

•

The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 from our Definitive Proxy Statement (other than information furnished rather than filed) for our 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 25, 2021.

•

The description of our common stock that is contained in our Registration Statement on Form 8-A/A (Registration No. 000-22427), filed on January 4, 2011, as updated by the description of our common stock filed as Exhibit 4.2 to our 2020 Form 10-K, and any other amendments or reports filed for the purpose of updating such description.

All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of our offering of securities shall be deemed to be incorporated by reference herein and to be a part of this prospectus from the date of filing of such documents, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and exhibits filed on such form that are related to such items. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will furnish without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference. Requests should be addressed to Corporate Secretary, at 3760 Rocky Mountain Avenue, Loveland, Colorado, 80538 or may be made telephonically at (970) 493-7272.

We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or any prospectus supplement. We take no responsibility for, and can provide no assurances as to the reliability of, any information other than the information contained in or incorporated by reference in this prospectus or any prospectus supplement. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.

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HESKA CORPORATION

91,039 shares of Common Stock

PROSPECTUS

February 16, 2022

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution.

The following table sets forth the expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered hereby. None of the expenses listed below are to be borne by any of the Selling Stockholders named in the prospectus that forms a part of this registration statement. All amounts, except the SEC registration fee, are estimates:

Registration Fee—Securities and Exchange Commission			$1,070.70
Printing Fees and Expenses^*			—
Accountants Fees and Expenses^*			$6,000.00
Legal Fees and Expenses^*			$50,000.00
Transfer Agent Fees and Expenses^*			$5,000.00
Miscellaneous^*			—
Total			$62,070.70

*	Estimated solely for purposes of this Item. Actual expenses may vary.

Item 15.

Indemnification of Directors and Officers.

The Company’s Restated Certificate of Incorporation, as amended, provides for the elimination of personal monetary liability of directors to the fullest extent permissible under Delaware law. Delaware law does not permit the elimination or limitation of director monetary liability for: (i) breaches of the director’s duty of loyalty to the corporation and its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law; (iii) the payment of unlawful dividends or unlawful stock repurchases or redemptions or (iv) transactions in which the director derived an improper personal benefit.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorney fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further subsections of DGCL Section 145 provide that:

(1)

to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;

(2)

the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and

(3)

the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

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As used in this Item 15, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of Registrant, and whether civil, criminal, administrative, investigative or otherwise.

Section 145 of the DGCL makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of the Company under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

The Company’s Restated Certificate of Incorporation, as amended, authorizes the Company to indemnify the Company’s directors and officers to the fullest extent permitted under Delaware law.

We have entered into indemnification agreements with each of our directors and our executive officers. These agreements provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and by our Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16.

Exhibit Index.

Exhibit No.			Description
4.1			Restated Certificate of Incorporation of the Registrant (filed with the Registrant’s Form 10-K for the year ended December 31, 2012)
4.2			Certificate of Amendment to Restated Certificate of Incorporation of Registrant (filed with the Registrant’s Form 10-K for the year ended December 31, 2012)
4.3			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 10-K for the year ended December 31, 2012)
4.4			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 10-K for the year ended December 31, 2016)
4.5			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2017)
4.6			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 8-K on May 9, 2018)
4.7			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2019)
4.8			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2020)
4.9^**			Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant.
4.10			Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (filed with the Registrant’s Form 8-K on April 1, 2020)
4.11			Amended and Restated Bylaws of the Registrant, as amended (filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2019)
4.12^**++#†			Sale and Purchase Agreement regarding the sale and purchase of the shares of Veterinärmedizinisches Dienstleistungszentrum (VetZ) GmbH Online-Dienstleistungen für Tierärzte among Registrant, Heska GmbH, F2 Beteiligungs GmbH & Co. KG, F3P GmbH, and the Guarantors identified therein.
5.1^**			Opinion of Gibson, Dunn & Crutcher LLP
23.1^**			Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
23.2^**			Consent of Plante & Moran, PLLC, Independent Registered Public Accounting Firm
23.3^**			Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24.1^**			Power of Attorney (included on the signature page of this Registration Statement)
107^**			Filing Fee Table

**	Filed herewith.

++	Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

#	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.

†	The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) under Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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Item 17.

Undertakings.

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(a), (1)(b) and (1)(c) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:

(a)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by

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means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(8)

That:

(a)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(b)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Loveland, State of Colorado, on February 16, 2022.

POWER OF ATTORNEY

Each of the undersigned officers and directors of Heska Corporation hereby severally constitutes and appoints Kevin S. Wilson, Catherine Grassman, and Christopher Sveen, and each of them singly, his or her true and lawful attorneys-in-fact and agent, with full power to them and each of them singly, with full and several power of substitution and resubstitution, to sign for him or her in his or her name in the capacities indicated below, any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to perform any other act on behalf of the undersigned required to be done in the premises, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 16, 2022.

Name			Title
/s/ Kevin S. Wilson			Chief Executive Officer, President and Director (Principal Executive Officer)
Kevin S. Wilson

/s/ Catherine Grassman			Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Catherine Grassman

/s/ Scott Humphrey			Director, Chairman of the Board of Directors
Scott Humphrey			Director, Chairman of the Board of Directors

/s/ Robert L. Antin			Director
Robert L. Antin

/s/ Stephen L. Davis			Director
Stephen L. Davis

/s/ Mark F. Furlong			Director
Mark F. Furlong

/s/ Joachim Hasenmaier			Director
Joachim Hasenmaier

/s/ Sharon J. Larson			Director
Sharon J. Larson

/s/ David E. Sveen			Director
David E. Sveen

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	Heska Corporation
	By:	/s/ Kevin Wilson
	Name:	Kevin Wilson
	Title:	President, Chief Executive Officer

Exhibit 2.3	Sellers’ Securities
Exhibit 3.5(c)	Spousal Consents
Exhibit 3.5(d)	Partners’ Resolution
Exhibit 4.2	Preliminary Cash Purchase Price Calculation
Exhibit 6.2	Sellers’ Accounts
Exhibit 7.2(a)(ix)	Power of Attorney
Exhibit 7.2(c)	Closing Protocol
Exhibit 8.2	Permitted Measures
Exhibit 8.4	Form of IP Transfer and License Agreement
Exhibit 8.5	Form of MD Service Agreements
Exhibit 8.6	Form of Lease Amendment Agreement
Exhibit 8.9	Form of NDA Termination Agreement
Exhibit 9.1	Sellers’ Guarantees
Exhibit 13.1(b)	Specific Indemnity

Absolute Participation	21	Holdback Period	18
Affiliate	7	Holdback Retainer	18
Agreement	7	HSKA Shares	7
Applicable Law	7	IFS Agreements	10
BGB	7	Individual Seller’s Bank Account	24
Breach	31	Intellectual Property Rights	10
Breach Notice	33	Interim Period	28
Business	7	IP Transfer and License Agreement	28
Business Day	7	IPR	10
Capital Leases	9	Know-how	10
Cash	7	Law	10
Closing	24	Laws	10
Closing Action	25	Lease Amendment Agreement	28
Closing Actions	25	Losses	31
Closing Date	24	Marks	10
Closing Protocol	26	Material Adverse Change	10
Cloud PIMS	19	Material Guarantee Breach	11
Commission	20	Material Other Guarantee Breach	11
Company	7	MD Service Agreements	28
Company Products	8	NDA	29
Company Software	8	NDA Termination Agreement	29
Confidential Information	8	Negative Closing Conditions	27
Copyrights	8	Net Active Users	19
Data Device	32	Net Working Capital	11
Data Room	32	Neutral Expert	23
Data Room Documents	32	Non-Compete-Covenant	38
De Minimis Amount	34	Notice	41
Deposit Period	32	Notice of Objection	22
Direct Insurance Amounts	9	Parties	6
Earn-out	17	Party	6
Earn-out Milestone	19	Patents	12
Earn-out Shares	19	Pre-Accounts Date Tax Period	12
Encumbrance(s)	8	Preliminary Cash Purchase Price	17
Fairly Disclosed	32	Pro-Rata Participation	20
Financial Debt	8	Purchase Price	17
Fundamental Guarantees	29	Purchase Price Accounts	22
General Cap	34	Purchase Price Accounts Date	12
German GAAP	10	Purchase Price Excess Amount	21
Group	15	Purchase Price Shortfall Amount	21
Group Companies	15	Purchaser	6
Group Company	15	Purchaser’s Bank Account	12
Guarantor	6	Purchaser’s Guarantor	6
Guarantors	6	Receipt Notification	26
HGB	10	Relevant Financial Debt	17
Holdback	18	Relevant Net Working Capital	17
Holdback Claim Notice	18	Relevant Net Working Capital Excess	17
Holdback Claims	18	Relevant Net Working Capital Shortfall	17

Relevant Taxes	12	Sellers’ Security	15
Remaining Holdback	18	Signing Date	12
Representative	12	Sold Shares	14
Resolution Period	22	Source Code	12
Restricted Cash	12	Subsidiary	15
Revised Purchase Price Accounts	22	Subsidiary Share	15
Scheduled Closing Date	25	Subsidiary Shares	12
Securities Act	20	Surviving Provisions	14
Seller	6	Tax	12
Seller 1	6	Tax Audit	15
Seller 1 Shares	14	Tax Authority	15
Seller 2	6	Tax Benefits	15
Seller 2 Share	14	Tax Indemnification Claim	27
Seller Related Party	12	Tax Proceeding	12
Sellers	6	Tax Return	13
Sellers’ Guarantee	29	Taxes	13
Sellers’ Guarantees	29	Threshold	35
Sellers’ Guarantor	6	Transaction	35
Sellers’ Guarantor 1	6	Transaction Expenses	13
Sellers’ Guarantor 2	6	US GAAP	13
Sellers’ Guarantors	6	US Holdco	12
Sellers’ Knowledge	30	VAT	34
Sellers’ Representative	43		7

	Account holder:	[***]
	Bank:	[***]
	IBAN:	[***]
	BIC:	[***]

1.	CERTAIN DEFINITIONS AND INTERPRETATION	7
2.	CURRENT STATUS	14
3.	SALE AND TRANSFER	16
4.	PURCHASE PRICE	17
5.	FINAL DETERMINATION AND PAYMENT OF THE PURCHASE PRICE	21
6.	RULES FOR PAYMENTS	24
7.	CLOSING DATE; CLOSING; CLOSING ACTIONS	24
8.	SELLERS’ COVENANTS	28
9.	SELLERS’ GUARANTEES	29
10.	PURCHASER’S GUARANTEES	30
11.	REMEDIES FOR A BREACH OF A SELLERS’ GUARANTEE	31
12.	TAX INDEMNITY	35
13.	SPECIFIC INDEMNITY	37
14.	COOPERATION	37
15.	NON-COMPETE, NON-SOLICITATION	38
16.	CONFIDENTIALITY	38
17.	LIABILITY OF THE GUARANTORS AND THE PURCHASER’S GUARANTOR	40
18.	MISCELLANEOUS	41