Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

During the three months ended September 30, 2023, as a result of the sustained decline in the Company’s stock price and related market capitalization, and a general decline in equity values in the biotechnology industry, the Company performed an impairment assessment of its goodwill and long-lived assets.

The Company operates as a single reporting unit based on its business and reporting structure. For goodwill, a quantitative impairment assessment was performed using a market approach, whereby the Company’s fair value of equity was compared to its carrying value. The fair value of equity was derived using both the market capitalization of the Company and an estimate of a reasonable range of values of a control premium applied to the Company’s implied business enterprise value. The control premium was estimated based upon control premiums observed in comparable market transactions. This represents a level 2 nonrecurring fair value measurement. Based on this analysis, the Company recognized a non-cash, pre-tax goodwill impairment charge of $10.5 million during the three months ended September 30, 2023. As a result, the goodwill was fully impaired as of September 30, 2023.

Before completing the goodwill impairment assessment, the Company first tested its long-lived assets for impairment. The Company held no indefinite-lived intangible assets as of September 30, 2023. The Company determined that all of its long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, represented one asset group for purposes of its long-lived asset impairment assessment. The Company concluded that the long-lived assets were not impaired, as their carrying values were not in excess of their fair value.

During the quarter ended June 30, 2023, the Company recorded an impairment charge of $2.0 million to research and development expense for the remaining intangible assets acquired in 2016 from Bioject Medical Technologies, as the Company

has no current plans to develop or utilize this technology. No impairment losses were recorded during the three and nine months ended September 30, 2022.

The following sets forth the goodwill and intangible assets by major asset class:


		September 30, 2023								December 31, 2022
	Weighted Average Useful Life (Yrs)	Gross		Accumulated Amortization		Impairment		Net Book Value		Gross		Accumulated Amortization		Net Book Value
Indefinite lived:
Goodwill		$	10,513,371	$	—	$	(10,513,371)	$	—	$	10,513,371	$	—	$	10,513,371
Definite lived:

Licenses	10	—		—		—		—		1,323,761		(1,323,761)		—


Bioject	—	5,100,000		(3,115,556)		(1,984,444)		—		5,100,000		(2,988,889)		2,111,111
Other(a)	18	4,050,000		(4,050,000)		—		—		4,050,000		(4,031,250)		18,750
Total intangible assets	11	9,150,000		(7,165,556)		(1,984,444)		—		10,473,761		(8,343,900)		2,129,861
Total goodwill and intangible assets		$	19,663,371	$	(7,165,556)	$	(12,497,815)	$	—	$	20,987,132	$	(8,343,900)	$	12,643,232

(a)Other intangible assets represent the estimated fair value of acquired intellectual property.

Aggregate amortization expense on intangible assets for the three and nine months ended September 30, 2023 was $0 and $145,000, respectively. Aggregate amortization expense on intangible assets for the three and nine months ended September 30, 2022 was $120,000 and $377,000, respectively.