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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2021
Business Acquisition [Line Items] |
Schedule of Identifiable Intangible Assets and Estimated Useful Life | The valuation of identifiable intangible assets and applicable estimated useful lives are as follows (in thousands, except for useful life): Schedule of Identifiable Intangible Assets and Estimated Useful Life
|  | Estimated Assets |  |  | Useful Life |
|  | Fair Value |  |  | (Years) |
In process research and development (“IPR&D”) |  | $ | 14,650 |  |  |  | n/a |
Customer relationships |  |  | 440 |  |  |  | 5 |
|  | $ | 15,090 |  |  |  |  |
Schedule of Fair Value of Contingent Consideration Liability | The following table shows the Insight Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability (in thousands): Schedule of Fair Value of Contingent Consideration Liability
|  |  |  |  | Fair |
|  | Contractual |  |  | Value on the |
|  | Value |  |  | Merger Date |
Milestone 1 |  | $ | 1,500 |  |  | $ | 1,340 |
Milestone 2 |  |  | 3,000 |  |  |  | 1,830 |
Milestone 3 (a) |  |  | 1,500 |  |  |  | 770 |
Royalty 1 (b) |  |  | See(b) |  |  |  | 5,980 |
Royalty 2 (b) |  |  | See(b) |  |  |  | 1,210 |
Total |  | $ | 6,000 |  |  | $ | 11,130 |
(a) | Indicates the maximum payable if the Milestone is achieved.
(b) | As defined, Royalty Payments are based on a percentage of future revenues of DetermaIO™ and Pharma Services over their respective useful life, accordingly there is no fixed contractual value for the Royalty Contingent Consideration.
Schedule of Contingent Consideration, Measured at Fair Value | The following table reflects the activity for Oncocyte’s Contingent Consideration since the Insight Merger Date, measured at fair value using Level 3 inputs (in thousands): Schedule of Contingent Consideration, Measured at Fair Value
|  | Fair Value |
Balance at December 31, 2020 |  | $ | 7,120 |
Change in estimated fair value |  |  | 2,260 |
Balance at September 30, 2021 |  | $ | 9,380 |
Summary of Acquisition Intangible Assets | On February 24, 2021, upon Oncocyte’s acquisition of the outstanding common stock of Razor, the Razor intangible asset balance recorded on the acquisition date and included in Intangible Assets was as follows (in thousands): Summary of Acquisition Intangible Assets
|  | As of February 24, |
|  | 2021 |
Razor intangible asset recorded on the acquisition date: |  |  |  |
Equity method investment carrying value |  | $ | 13,147 |
Cash paid as Additional Purchase Payment for the Razor asset |  |  | 10,000 |
Oncocyte common stock issued (982,318 shares issued at market value) as Additional Purchase Payment |  |  | 5,756 |
Less: cash balance received from Razor for Clinical Trial expenses |  |  | (3,352 | )
Deferred tax liability generated from the Razor asset |  |  | 7,564 |
Other |  |  | 169 |
Total Razor investment asset balance as of February 24, 2021 (a) |  | $ | 33,284 |
(a) | This balance will be amortized over the remaining useful life of the Razor asset, approximating 8.5 years, as of the February 24, 2021 acquisition date, with the amortization expense included in “Cost of revenues – amortization of acquired intangibles” on the condensed consolidated statements of operations.
Schedule of Condensed Statement of Operations | The unaudited standalone results of operations for Razor prior to being consolidated with Oncocyte is summarized below (in thousands): Schedule of Condensed Statement of Operations
|  | For the period from |
|  | January 1, 2021 through |
|  | February 23, 2021 |
Condensed Statement of Operations (1) |  | (unaudited) |
Research and development expense |  | $ | 125 |
General and administrative expense |  |  | - |
Loss from operations |  |  | (125 | )
Net loss |  | $ | (125 | )
(1) | The condensed standalone statement of operations of Razor is provided for informational purposes only. Razor’s results for the period from January 1, 2021 through February 23, 2021 are not included in Oncocyte’s consolidated results of operations because Razor was not consolidated with Oncocyte’s financial statements but had been accounted for under the equity method of accounting since the September 30, 2019 Initial Closing date, however, Oncocyte’s results included its pro rata losses from Razor. Beginning on February 24, 2021, Razor’s results are included with Oncocyte’s consolidated results, primarily consisting of outside research and development expenses incurred by Razor for the Clinical Trial discussed above.
Insight Merger Agreements [Member] |
Business Acquisition [Line Items] |
Schedule of Fair Value of Aggregate Merger Consideration | Schedule of Fair Value of Aggregate Merger Consideration
Cash consideration |  | $ | 7,000 | (1)
Stock consideration |  |  |  |
Shares of Oncocyte common stock issued on the Merger Date |  |  | 1,915,692 | (2)
Closing price per share of Oncocyte common stock on the Merger Date |  | $ | 2.61 |
Market value of Oncocyte common stock issued |  | $ | 5,000 |
Contingent Consideration |  | $ | 11,130 | (3)
Total fair value of consideration transferred on the Merger Date |  | $ | 23,130 |
(1) | The cash consideration paid on the Insight Merger Date was $6.4 million, which was net of a $0.6 million cash holdback discussed above, recorded as a holdback liability since Oncocyte retained the cash. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers are included as part of the total consideration transferred.
(2) | The 229,885 Stock Holdback shares were placed in an escrow account and considered to be issued and outstanding Oncocyte common stock. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers, including escrowed shares of common stock, are included as part of the total consideration transferred.
(3) | In accordance with ASC 805, Contingent Consideration, at fair value, is part of the total considered transferred on the Insight Merger Date, as further discussed below.
Schedule of Intangible Assets Acquired and Liabilities Assumed | The following table sets forth the allocation of the Aggregate Merger Consideration transferred to Insight’s tangible and identifiable intangible assets acquired and liabilities assumed on the Insight Merger Date, with the excess recorded as goodwill (in thousands): Schedule of Intangible Assets Acquired and Liabilities Assumed
|  | January 31, |
|  | 2020 |
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 36 |
Accounts receivable and other current assets |  |  | 42 |
Right-of-use assets, machinery and equipment |  |  | 585 |
Long-lived intangible assets - customer relationships |  |  | 440 |
Acquired in-process research and development |  |  | 14,650 |
Total identifiable assets acquired (a) |  |  | 15,753 |
Liabilities assumed: |  |  |  |
Accounts payable |  |  | 61 |
Right-of-use liabilities - operating lease |  |  | 495 |
Long-term deferred income tax liability |  |  | 1,254 |
Total identifiable liabilities assumed (b) |  |  | 1,810 |
Net assets acquired, excluding goodwill (a) - (b) = (c) |  |  | 13,943 |
Total cash, contingent consideration, and stock consideration transferred (d) |  |  | 23,130 |
Goodwill (d) - (c) |  |  | 9,187 |
Chronix Biomedica lInc [Member] |
Business Acquisition [Line Items] |
Schedule of Fair Value of Aggregate Merger Consideration | Schedule of Fair Value of Aggregate Merger Consideration
Cash consideration |  | $ | 3,960 |
Settlement of acquirer/acquiree activity pre-combination, net |  | $ | 550 |
Stock consideration |  |  |  |
Shares of Oncocyte common stock issued on the Merger Date |  |  | 647,911 |
Closing price per share of Oncocyte common stock on the Merger Date |  | $ | 5.09 |
Market value of Oncocyte common stock issued |  | $ | 3,298 |
Contingent Consideration |  | $ | 42,295 |
Total fair value of consideration transferred on the Merger Date |  | $ | 50,103 |
Schedule of Intangible Assets Acquired and Liabilities Assumed | Upon further review of the assets acquired and liabilities assumed, it was determined that the amount previously reported as assumed liabilities were not properly reflected. The following has been updated to reflect the assets acquired and liabilities as of the date of acquisition. The following table sets forth the allocation of the Aggregate Chronix Merger Consideration transferred to Chronix’s tangible and identifiable intangible assets acquired and liabilities assumed (in thousands): Schedule of Intangible Assets Acquired and Liabilities Assumed
|  | April 15, 2021 |
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 50 |
Accounts receivable and other current assets |  |  | 25 |
Long-term assets |  |  | 12 |
Acquired in-process research and development |  |  | 46,800 |
Total identifiable assets acquired (a) |  |  | 46,887 |
Liabilities assumed: |  |  |  |
Deferred revenue |  |  | 738 |
Assumed liability |  |  | 3,489 |
Long-term deferred income tax liability |  |  | 1,795 |
Total identifiable liabilities assumed (b) |  |  | 6,022 |
Net assets acquired, excluding goodwill (a) - (b) = (c) |  |  | 40,865 |
Total cash, contingent consideration, and stock consideration transferred (d) |  |  | 50,103 |
Goodwill (d) - (c) |  | $ | 9,238 |

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