Quarterly report pursuant to Section 13 or 15(d)

ASSET ACQUISITION

v2.4.0.8
ASSET ACQUISITION
 9 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
ASSET ACQUISITION

NOTE 3 – ASSET ACQUISITION

 

On May 30, 2014, the Company completed the acquisition of certain assets of SKS Ocular, LLC (“SKS Parent”), and SKS Ocular 1, LLC (“SKS 1” and SKS Parent referred to herein as “SKS”), including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and dry age-related macular degeneration animal models, together with biomarkers to support such models.

 

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 (valued at $6,362,643 based on the trading price on May 30, 2014 and then revised based on the probability of the milestones being achieved, which is 50%).

 

Purchase Price    
Cash at closing $              3,500,000
Stock Issued              10,180,224
Contingent Consideration Stock                6,362,643
Total Purchase Price $            20,042,867

 

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. This fair value allocation is preliminary and is subject to change based on evaluations of the assets being performed by the Company at this time.

 

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

 

Purchase Price Allocation    
Lab equipment $                 173,467
Computer and software                       2,523
Leasehold improvements                       2,181
Security deposit                     12,243
License rights              17,443,400
Goodwill                2,409,053
Total Purchase Price Allocation $            20,042,867

 

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

 

Pro Forma Consolidated Statement of Operations
For the Nine Months Ended June 30, 2014
(Unaudited)
       
REVENUES $       1,839,000
           
OPERATING EXPENSES    
  General and administrative            739,675
  Professional fees         1,968,774
  Research and development         4,637,590
  Salaries and wages         1,484,923
           
    Total Operating Expenses         8,830,962
           
OPERATING LOSS        (6,991,962)
           
OTHER INCOME (EXPENSE)    
  Interest expense            (61,463)
  Other income and expense               8,122
         
    Total Other Income (Expense)            (53,341)
         
NET LOSS $      (7,045,303)