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ACQUISITION
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
ACQUISITION

NOTE 3 — ACQUISITION

 

Business Combination

 

The Company acquired a 52.8% voting equity interest in NanoSynex on May 26, 2022 (the “NanoSynex Acquisition Date”) through: (1) the purchase of 2,232,861 shares Preferred A-1 Stock of NanoSynex from Alpha Capital (a related party) for 350,000 reverse split adjusted shares of the Company’s common stock and a prefunded warrant to purchase 331,464 reverse split adjusted shares of the Company’s common stock at a purchase price of $0.001 per share (these warrants were subsequently exercised on September 13, 2022), and (2) the purchase of 381,786 shares of Series B preferred stock of NanoSynex from NanoSynex in exchange for $600,000 (collectively, the “NanoSynex Acquisition”).

 

The acquisition of the majority interest of NanoSynex was accounted for as a business combination using the acquisition method, in accordance with FASB ASC Topic 805. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. The Company uses third-party valuations for intangible assets in a business combination using a discounted cash flow analysis, incorporating various assumptions.

 

 

A summary of the consideration transferred and fair value of assets acquired and liabilities assumed in the NanoSynex Acquisition is as follows (all shares shown post 1 for 10 reverse split on November 23, 2022):

 

Consideration transferred, net of cash acquired     
Cash paid for NanoSynex preferred stock:  $600,000 
      
FMV of 350,000 shares of Qualigen stock issued to Alpha Capital Anstalt  $1,904,989 
FMV of 331,464 shares of Qualigen stock related to prefunded warrant issued to Alpha Capital Anstalt (See Note 15)  $1,804,102 
Total consideration paid for NanoSynex preferred stock  $3,709,091 
      
FMV of consideration related to related to repricing of 7,048 shares of Alpha Capital/Qualigen warrants *  $696 
      
NanoSynex cash acquired   (735,354)
Total consideration transferred, net of cash acquired  $3,574,433 

 

*See disclosure under Noncompensatory Equity Classified Warrants regarding May 26, 2022 transaction-Note 15-Stockholders’ Equity

 

   Purchase Price Allocation 
Accounts receivable  $75,336 
Property and equipment   120,942 
In process R&D   5,700,000 
Accounts payable   (4,588)
Accrued expenses and other payables   (291,093)
R&D grant liability   (1,362,264)
Short term debt   (941,898)
Deferred tax liability   (629,379)
Noncontrolling interest assumed   (3,882,225)
Identifiable net assets acquired   (1,215,169)
Goodwill   4,789,602 
Total consideration transferred, net of cash acquired  $3,574,433 

 

During the year ended December 31, 2022, the Company made measurement period adjustments to the preliminary purchase price allocation which included: (i) a decrease to noncontrolling interest of $117,775, (ii) a decrease to goodwill of $106,621. The measurement period adjustments were made to reflect facts and circumstances that existed as of the acquisition date and is reflected in the table above.

 

Company transaction costs, which were immaterial, have been expensed as incurred and charged to the Company’s consolidated statements of operations and comprehensive loss. There was no provision for reimbursement of transaction costs from the Company to NanoSynex.

 

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill represents the value of the future technology to be developed in excess of the identifiable assets as well as the operational synergies of the combined companies to be recognized. Goodwill has an indefinite useful life and is not amortized. None of the Goodwill is expected to be deductible for tax purposes.

 

As a condition to the closing, the Company agreed to provide NanoSynex with up to $10.4 million of future funding based on NanoSynex’s achievement of certain future development milestones and subject to other terms and conditions described in the Funding Agreement entered into with NanoSynex. (See Note 2-Liquidity for further details regarding the terms and conditions of the Funding Agreement).

 

The Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 include approximately $5.1 million and $0, respectively, of net loss associated with the results of operations of NanoSynex from the NanoSynex Acquisition Date.

 

 

The following proforma information has been prepared as if the NanoSynex Acquisition occurred on January 1, 2021. The following unaudited supplemental proforma consolidated results do not purport to reflect what the combined Company’s results of operations would have been, nor do they project the future results of operations of the combined Company. The unaudited supplemental proforma consolidated results reflect the historical financial information of the Company and NanoSynex, adjusted to give effect to the NanoSynex Acquisition as if it had occurred on January 1, 2021, as well as to record NanoSynex stock compensation expense and to record the net loss related to the non-controlling interest, in accordance with generally accepted accounting principles:

   Consolidated Pro Forma Financial 
   Results for the Years Ending 
   December 31, 
   2022   2021 
Net revenue  $4,983,556   $5,653,725 
Net loss attributable to Qualigen Therapeutics, Inc.  $(19,538,959)  $(17,897,137)