Annual report pursuant to Section 13 and 15(d)

ASSET ACQUISITION

v3.6.0.2
ASSET ACQUISITION
 12 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
ASSET ACQUISITION

NOTE 3 – ASSET ACQUISITION

 

On May 30, 2014, the Company completed the acquisition of certain assets of SKS, including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and a dry age-related macular degeneration animal model, together with biomarkers to support such model.  

 

The purchase price consisted of: (a) Cash in the amount of $3,500,000; (b) 1,194,862 shares of the Company’s common stock (valued at $10,180,224 based on the trading price on May 30, 2014 of the Company’s common stock) and (c) an additional 1,493,577 shares (the “contingent shares”) that will be issued contingent to achievement of certain milestones.

 

Purchase Price        
Cash at closing   $ 3,500,000  
Stock Issued     10,180,224  
Contingent Consideration Stock     4,877,359  
Total Purchase Price   $ 18,557,583  

 

The acquisition of the assets of SKS has been accounted for as an acquisition of a business whereby the purchase price was allocated to tangible and intangible assets acquired based on their fair values as of the acquisition date.

 

The Company evaluated the contingent stock consideration in accordance with ASC 480 and 815, regarding contingent consideration arrangements. Based on this evaluation, the Company has determined that the contingent consideration met the liability criteria and should be recorded as a liability of the Company.  

 

A summary of the pro forma purchase price allocation as of May 30, 2014 is as follows:

 

Purchase Price Allocation        
Lab equipment   $ 86,733  
Computer and software     2,523  
Leasehold improvements     2,181  
Security deposit     12,243  
License rights     17,712,991  
Goodwill     740,912  
Total Purchase Price Allocation   $ 18,557,583  

 

The following pro forma statement of operations presents the results of operations as if the SKS Acquisition had taken place on October 1, 2013 and represents the combined revenues and expenses of the Company had the SKS Acquisition existed for the entire year ended September 30, 2014:

  

Pro Forma Consolidated Statement of Operations
For the Year Ended September 30, 2014
(Unaudited) 
 
REVENUES   $ 1,839,000  
         
OPERATING EXPENSES        
General and administrative     827,345  
Professional fees     2,335,422  
Research and development     5,948,332  
Salaries and wages     2,616,783  
Total Operating Expenses     11,727,882  
         
OPERATING LOSS     (9,888,882 )
         
OTHER INCOME (EXPENSE)        
Interest expense     (62,944 )
Other income   8,478  
Total Other Income (Expense)     (54,466 )
NET LOSS   $ (9,943,348 )