Annual report pursuant to Section 13 and 15(d)

Acquisition of Ohr Pharmaceutical, Inc.

Acquisition of Ohr Pharmaceutical, Inc.
12 Months Ended
Sep. 30, 2020
Acquisition of Ohr Pharmaceutical, Inc.  
Acquisition of Ohr Pharmaceutical, Inc.

4. Acquisition of Ohr Pharmaceutical, Inc.

As described in Note 1, on July 12, 2019, the Company completed the acquisition of Ohr in accordance with the terms of the Acquisition Agreement. The acquisition was accounted for as a reverse asset acquisition.

Pursuant to the Acquisition Agreement, the Company issued to Legacy NeuBase stockholders, optionholders, warrant holders and noteholders of Legacy NeuBase a number of shares of Ohr common stock representing approximately 85% of the fully diluted common stock of Ohr. The cost of the Ohr acquisition, which represents the consideration transferred to Ohr’s stockholders in the Ohr Acquisition, was calculated based on the fair value of common stock of the combined company that Ohr stockholders own as of the closing of the Ohr Acquisition on July 12, 2019. With no active trading market for shares of Legacy NeuBase common stock, fair value of the Ohr common stock represents a more reliable measure of the fair value of consideration transferred in the acquisition. The cost of the Ohr acquisition of $12.7 million consists of the following:






Number of shares of the combined company to be owned by Ohr security holders




Fair value per share of Ohr common stock as of July 11, 2019




Fair value of Ohr shares outstanding




Fair value of options assumed




Fair value of common stock and options issued








Transaction costs




Total cost of the Ohr acquisition





The total cost of the Ohr Acquisition was allocated to the net assets acquired as follows:






Cash and cash equivalents




Prepaid expenses and other current assets




Investment in DepYmed




Intangible assets




Warrant liability




Accounts payable and accrued expenses




Fair value of net assets acquired




Research and development expense- License acquired




Total cost of Ohr Acquisition





The Company identified an intangible asset related to Ohr’s clinical trial data with an estimated fair value of $0.3 million. This intangible asset was amortized on a straight-line basis over its estimated useful life of six months.

As of the asset acquisition date, Ohr’s SKS sustained release ocular drug delivery platform technology (“SKS Technology”) acquired had not yet attained regulatory approval. Accordingly, this intangible asset represents an in-process research and development asset with no future alternative use and was immediately expensed under the guidance of Accounting Standard Codification (“ASC”) 730, Research and Development, upon the asset acquisition.