Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Acquisitions [Abstract] |
|
| Schedule of Aggregate Consideration Transferred for the Assets Acquired |
The following table summarizes the aggregate consideration transferred for the assets acquired by the Company in connection with the Veru APA:
|
|
|
Consideration
Transferred
|
|
Consideration transferred at closing
|
|
$
|
6,000,000 |
|
Fair value of notes payable issued
|
|
|
12,947,000 |
|
Transaction costs
|
|
|
79,771 |
|
Total consideration transferred
|
|
$
|
19,026,771 |
The acquisition-date fair value of the consideration transferred totaled approximately $65.1 million, which consisted of the following:
|
|
|
Consideration
Transferred
|
|
Common stock
|
|
$
|
875,484 |
|
Series B convertible preferred stock
|
|
|
64,236,085 |
|
Total consideration transferred
|
|
$
|
65,111,569 |
|
| Schedule of Assets Acquired |
The following table summarizes the assets acquired with the Veru APA:
|
|
|
Assets
Recognized
|
|
Inventory
|
|
$
|
1,120,000 |
|
ENTADFI® Intangible
|
|
|
17,906,771 |
|
Total fair value of identifiable assets acquired
|
|
$
|
19,026,771 |
|
| Schedule of Fair Value of the Proteomedix Stock Options |
The fair value of the Proteomedix stock options assumed as part of the PMX Transaction was determined using a Black-Scholes option pricing model with the following significant assumptions:
|
Exercise price
|
|
|
$1.15 – 28.83
|
|
Stock price
|
|
$
|
128.11 |
|
Term (years)
|
|
|
0.17 – 3.59 |
|
Expected stock price volatility
|
|
|
90% |
|
Risk-free rate of interest
|
|
|
4.07% – 5.47% |
|
| Schedule of Estimated Fair Values of Assets Acquired and Liabilities |
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
|
|
|
Net Assets
Recognized
|
|
Cash
|
|
$
|
1,056,578 |
|
|
Accounts receivable
|
|
|
87,445 |
|
|
Inventories
|
|
|
80,593 |
|
|
Prepaid expenses and other current assets
|
|
|
114,615 |
|
|
Right of use asset
|
|
|
149,831 |
|
|
Property and equipment, net
|
|
|
39,779 |
|
|
Trade name
|
|
|
9,018,000 |
|
|
Customer relationships
|
|
|
1,891,000 |
|
|
Product rights for developed technology
|
|
|
10,541,000 |
|
|
Goodwill
|
|
|
53,914,055 |
|
|
Total assets acquired
|
|
|
76,892,896 |
|
|
Accounts payable
|
|
|
(234,029 |
)
|
|
Accrued expenses
|
|
|
(732,814 |
)
|
|
Operating lease liability
|
|
|
(149,831 |
)
|
|
Deferred tax liability
|
|
|
(2,994,669 |
)
|
|
Pension benefit obligation
|
|
|
(548,384 |
)
|
|
Note payable
|
|
|
(115,096 |
)
|
|
Total liabilities assumed
|
|
|
(4,774,823 |
)
|
|
Net assets
|
|
|
72,118,073 |
|
|
Less non-controlling interest
|
|
|
(7,006,504 |
)
|
|
Net assets acquired
|
|
$
|
65,111,569 |
|
|
| Schedule of Consolidated Statements of Operations and Comprehensive Loss |
The amounts of revenue and loss of Proteomedix, included in the Company’s consolidated statements of operations and comprehensive loss from the Acquisition Date through December 31, 2023 are as follows:
|
Revenue
|
|
$
|
58,465 |
|
Net loss
|
|
$
|
315,688 |
|
|
|
Unaudited
For the Years Ended
December 31,
|
| |
|
2023
|
|
2022
|
|
Revenue
|
|
$
|
2,601,310 |
|
$
|
392,460 |
|
Net loss
|
|
|
38,577,046 |
|
|
16,326,247 |
|