v3.25.1
Business Combination
3 Months Ended
Mar. 31, 2025
Business Combinations [Abstract]  
Business Combination Business Combination
On February 28, 2025, the Company acquired Atomic Alchemy's common stock in a business combination for its radioisotope business located in the United States. The purchase price of $28,424 was comprised of (i) a cash portion, paid at the acquisition date of $900, net of cash acquired, to certain Atomic Alchemy equity holders for their respective portion of the consideration and (ii) the issuance of 820,840 shares of the Company's common stock representing stock consideration in exchange of Atomic Alchemy's common stock. At the acquisition date, the Company's common stock public trading price of $33.39 per share was used to measure the stock consideration of $27,408.

In connection with the business combination, the Company issued 274,339 shares of its common stock, subject to certain lock-up provisions, vesting conditions and substantial risk of forfeiture, representing postcombination services, pursuant to an employment agreement and vesting agreement.

The composition of the purchase price is as follows:

Cash$1,016 
Common stock27,408 
Total purchase consideration$28,424 

The Company incurred $332 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.

The estimated fair values of assets acquired and liabilities assumed are preliminary and the Company continues to gather information to properly identify and measure all acquired assets and liabilities. The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective fair values as summarized below:

Cash$116 
Prepaid expenses99 
Property and equipment40 
Operating lease right-of-use assets19 
Indefinite-lived intangible assets27,500 
Goodwill6,720 
Operating lease liability(19)
Other current liabilities(268)
Deferred tax liabilities(5,783)
Net assets acquired
$28,424 

The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The preliminary fair value of the indefinite-lived intangible assets representing in-process research and development projects ("IPR&D") were valued using a pre-tax royalty for the hypothetical use of a trade name for a selected royalty rate based on a market licensing agreement bench marketing analysis.

The IPR&D consisted of two separate projects, Abundantia and Meitner. Abundantia’s preliminary fair value assigned of $4,600 is expected to produce revenue potentially as early as 2026 from the sale of purified radium and other desired radioisotopes produced via irradiation. Meitner’s preliminary fair value of $22,900 is a later stage project which will produce for sale isotopes that are prepared and irradiated into radioisotopes in Versatile Isotope Production Reactors (“VIPR”), which is a thermal pool-type nuclear reactor. Each project has a different risk profile, cash flows and its own unique process. Abundantia is expected to produce revenue upon completion of a lab with its fair value determined using a specific risk-adjusted discount rate applied to its potential cash flows, subject to certain possession permit required by the
NRC. Meitner is expected to produce revenue once a facility is constructed with its fair value determined using a specific risk-adjusted discount rate applied to its cash flows, subject to approval of an application for a construction license and operating license by the NRC. There was no estimated useful life assigned given the assets are IPR&D.

The excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a noncurrent asset that is not amortized but is subject to an annual review for impairment. Goodwill is not deductible for tax purposes.

Supplemental Pro Forma Financial Information

The results of operations of Atomic Alchemy are included in the condensed consolidated financial statements beginning on February 28, 2025, the acquisition date. For the three months ended March 31, 2025, the condensed consolidated statements of operations include no revenue and an immaterial amount of loss from operations for Atomic Alchemy. The Company has not presented supplemental pro forma revenue (no revenue has been generated) and earnings of the combined business as the acquisition of Atomic Alchemy is not material to the Company's condensed consolidated financial statements.