XML 139 R27.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2023
Acquisitions [Abstract]  
Schedule of Aggregate Consideration Transferred for the Assets Acquired

The following table summarizes the aggregate consideration transferred for the assets acquired by the Company in connection with the Veru APA:

 

Consideration
Transferred

Consideration transferred at closing

 

$

6,000,000

Fair value of notes payable issued

 

 

12,947,000

Transaction costs

 

 

79,771

Total consideration transferred

 

$

19,026,771

The acquisition-date fair value of the consideration transferred totaled approximately $65.1 million, which consisted of the following:

 

Consideration
Transferred

Common stock

 

$

875,484

Series B convertible preferred stock

 

 

64,236,085

Total consideration transferred

 

$

65,111,569

Schedule of Assets Acquired

The following table summarizes the assets acquired with the Veru APA:

 

Assets
Recognized

Inventory

 

$

1,120,000

ENTADFI® Intangible

 

 

17,906,771

Total fair value of identifiable assets acquired

 

$

19,026,771

Schedule of Fair Value of the Proteomedix Stock Options

The fair value of the Proteomedix stock options assumed as part of the PMX Transaction was determined using a Black-Scholes option pricing model with the following significant assumptions:

Exercise price

 

 

$1.15 – 28.83

Stock price

 

$

128.11

Term (years)

 

 

0.17 – 3.59

Expected stock price volatility

 

 

90%

Risk-free rate of interest

 

 

4.07% – 5.47%

Schedule of Estimated Fair Values of Assets Acquired and Liabilities

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

 

Net Assets
Recognized

Cash

 

$

1,056,578

 

Accounts receivable

 

 

87,445

 

Inventories

 

 

80,593

 

Prepaid expenses and other current assets

 

 

114,615

 

Right of use asset

 

 

149,831

 

Property and equipment, net

 

 

39,779

 

Trade name

 

 

9,018,000

 

Customer relationships

 

 

1,891,000

 

Product rights for developed technology

 

 

10,541,000

 

Goodwill

 

 

53,914,055

 

Total assets acquired

 

 

76,892,896

 

Accounts payable

 

 

(234,029

)

Accrued expenses

 

 

(732,814

)

Operating lease liability

 

 

(149,831

)

Deferred tax liability

 

 

(2,994,669

)

Pension benefit obligation

 

 

(548,384

)

Note payable

 

 

(115,096

)

Total liabilities assumed

 

 

(4,774,823

)

Net assets

 

 

72,118,073

 

Less non-controlling interest

 

 

(7,006,504

)

Net assets acquired

 

$

65,111,569

 

Schedule of Consolidated Statements of Operations and Comprehensive Loss

The amounts of revenue and loss of Proteomedix, included in the Company’s consolidated statements of operations and comprehensive loss from the Acquisition Date through December 31, 2023 are as follows:

Revenue

 

$

58,465

Net loss

 

$

315,688

 

Unaudited
For the Years Ended
December 31,

   

2023

 

2022

Revenue

 

$

2,601,310

 

$

392,460

Net loss

 

 

38,577,046

 

 

16,326,247