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Acquisition

12 Months Ended

Dec. 31, 2020

NOTE 3 – ACQUISITIONS

On October 4, 2019, we acquired RMDY Health, Inc. (“RMDY”), a Delaware corporation and technology solutions company engaged in developing and marketing digital health SAAS solutions across a range of healthcare and life science initiatives, used by pharmaceutical companies, payers, medtech companies, and medical associations nationwide to improve medication adherence and care coordination. The total purchase price was $17,822,162. Acquisition costs of approximately $799,623 were expensed as incurred.

The purchase price contains a contingent element that will be paid only if the Company achieves certain revenues related to the legacy RMDY business in 2020 and 2021. The total contingent payment may be up to $30.0 million, with a minimum payment of $1.0 million each year. The contingent payment was paid in 2020. No remaining liability exists at December 31, 2020.

The purchase price of the RMDY acquisition was allocated as follows:

Purchase Price
Cash paid	$	8,994,369
Common stock issued		5,107,793
Contingent payment		3,720,000
Total	$	17,822,162

Allocation
Current assets
Accounts receivable	$	411,354
Prepaid Expense		12,139
Property and equipment		19,173
Intangibles
Goodwill, including assembled workforce in place		11,061,518
Web technology		5,125,000
Tradename		2,604,000
Non-compete agreements		116,000
Customer relationships		431,000
Current liabilities assumed
Accounts payable		(128,234	)
Accrued expenses		(931,828	)
Deferred tax liability		(897,960	)
Total	$	17,822,162

As described in greater detail in Note 6, the amortizable intangible assets acquired have estimated useful lives ranging from 2 to 15 years. We determined the estimated fair value of the identifiable intangible assets acquired primarily by using the income approach.

As of December 31, 2019, $800,000 was included in accrued expenses as part of an indemnification provision against potential future claims. This balance was paid via the issuance of common stock during the year ended December 31, 2020.

We began consolidating the results of RMDY operations and cashflows after October 3, 2019, the date of that acquisition. The unaudited Pro forma results of operations as the acquisition had occurred January 1, 2019 are presented in the following table:

	2019
	As Reported			Pro Forma
Revenues	$	24,598,278		$	26,118,278
Net Loss		(3,142,576	)		(3,869,577	)
Loss per common share:
Basic	$	(0.23	)	$	(0.29	)
Diluted	$	(0.23	)	$	(0.29	)