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REVERSE MERGER | 12 Months Ended
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Dec. 31, 2017
REVERSE MERGER [Abstract] |
REVERSE MERGER | 3. REVERSE MERGER ﻿ On June 29, 2017 (the “Closing Date”), the Company completed the Merger with Precipio Diagnostics, in accordance with the terms of the Merger Agreement. On the Closing Date, the outstanding common and preferred units of Precipio Diagnostics and certain debt of Precipio Diagnostics were converted into (i) 5,352,847 shares of Precipio common stock, together with cash in lieu of fractional units, and (ii) 802,920 shares of Precipio preferred stock with an aggregate face amount equal to $3 million. Upon the consummation of the Merger, the historical financial statements of Precipio Diagnostics became the Company’s historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics as of and for the year ended December 31, 2016 are included herein. In connection with the Merger, on the Closing Date, Precipio also issued promissory notes and shares of Precipio preferred and common stock in a number of transactions, whereby: ﻿
| ∠ |  | Holders of certain secured indebtedness of Transgenomic received in exchange for such indebtedness 802,925 shares of Precipio preferred stock in an amount equal to $3.0 million stated value, and 352,630 shares of Precipio common stock;
﻿
| ∠ |  | Holders of Transgenomic preferred stock converted it into 7,155 shares of Precipio common stock; and
﻿
| ∠ |  | Precipio issued 107,056 shares of Precipio preferred stock to certain investors in exchange for $400,000 in a private placement. Precipio also completed the sale of an aggregate of $800,000 of promissory notes pursuant to a securities purchase agreement.
﻿ Purchase Consideration The estimated purchase consideration based on the value of the equity of Transgenomic, the accounting acquiree, is as follows: ﻿
﻿ |  |  |
(dollars in thousands) |  |
﻿Legacy Transgenomic common stock | $ | 6,088 |
﻿Fair value of preferred stock converted to common stock |  | 49 |
﻿Fair value of debt converted to common stock |  | 2,398 |
﻿Fair value of debt converted to preferred stock |  | 9,796 |
﻿Fair value of existing bridge notes |  | 1,275 |
﻿Fair value of warrants |  | 1,996 |
﻿Purchase consideration | $ | 21,602 |
﻿ In estimating the purchase consideration above, Transgenomic used its closing stock price of $6.80 as of the Closing Date. Transgenomic had 895,334 common shares outstanding prior to the Merger. In connection wi th the Merger, Transgenomic preferred stock converted into 7,155 shares of Precipio common stock and certain of Transgenomic debt and accrued interest converted into 352,630 shares of Precipio common stock and 802,925 shares of Precipio preferred stock, face value $3.0 million with an 8% annual divi dend. At the Closing Date, the preferred stock had a fair value of $12.20 per share. ﻿ Allocation of Purchase Consideration ﻿ The following table sets forth an allocation of the purchase consideration to the identifiable tangible and intangible assets of Transgenomic, the accounting acquiree, based on fair values as of the Closing Date with the excess recorded as goodwill: ﻿
﻿ |  |  |
(dollars in thousands) |  |
﻿Current and other assets | $ | 419 |
﻿Property and equipment |  | 29 |
﻿Goodwill |  | 14,000 |
﻿Other intangible assets(1) |  | 21,100 |
﻿Total assets |  | 35,548 |
﻿Current liabilities |  | 13,423 |
﻿Other liabilities |  | 523 |
﻿Total liabilities |  | 13,946 |
﻿Net assets acquired | $ | 21,602 |
﻿
| (1) |  | Other intangible assets consist of:
﻿ |  |  |
﻿(dollars in thousands) |  |
﻿Acquired technology | $ | 18,990 |
﻿Customer relationships |  | 250 |
﻿Non-compete agreements |  | 30 |
﻿Trademark and trade name |  | 40 |
﻿Backlog |  | 200 |
﻿In-process research and development |  | 1,590 |
﻿Total intangibles | $ | 21,100 |
﻿ We determined the estimated fair value of the acquired technology b y using the multi-period excess earnings method of the income approach. The estimated fair value of the remaining identifiable intangible assets acquired were determined primarily by using the income approach. ﻿ Unaudited pro forma information ﻿ The operating results of Transgenomic for the period after the Closing Date to December 31, 2017 have b een included in the Company's consolidated financial statements as of and for the year ended December 31, 2017. ﻿ The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2016: ﻿
﻿ |  |  |  |  |  |  |
Dollars in thousands, except per share amounts |  |  |
﻿ | For the Years ended December 31,
﻿ | 2017 |  | 2016
﻿Net sales | $ | 2,687 |  |  | $ | 3,280 |
﻿Net loss available to common stockholders | (37,389 | ) |  | (11,215 | )
﻿Loss per common share | $ | (4.95 | ) |  | $ | (1.70 | )
﻿ |  |  |
﻿ ﻿

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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