| Preliminary Purchase Price |
| 2. |
Preliminary Purchase Price |
The Company issued to pre-Merger
MyMD Florida shareholders and their designees a number of shares of its common stock (including in respect of outstanding pre-Merger MyMD
Florida options), which represented approximately 80% of the combined company. The estimated preliminary purchase price, which represented
the consideration transferred to the pre-Merger MyMD Florida stockholders in the reverse merger, was calculated based on the number of
shares of the combined company that the Company’s shareholders owned as of the closing of the Merger. The accompanying unaudited
pro forma condensed combined financial statements reflect an estimated purchase price of approximately $48.18 million, which consists
of the following:
| Estimated number of shares of the combined company owned by the Company’s shareholders(1) |
|
|
9,752,195 |
|
| Multiplied by the price per share of the Company’s common stock(2) |
|
$ |
4.94 |
|
| Estimated purchase price |
|
$ |
48,175,844 |
|
| (1) |
Represents the number of shares of the combined company that the Company’s shareholders owned as of the closing of the Merger pursuant to the Merger Agreement, which, for purposes of these pro forma financial statements, is calculated as the sum of a) 8,326,730 the Company’s shares outstanding as of March 3, 2021, b) 36,496 shares of the Company’s common stock issuable upon conversion of the Company’s Series D Convertible Preferred Stock, c) 402,483 shares of the Company’s common stock issued upon settlement of the Company’s restricted stock units that vested upon the completion of the Merger, and d) 986,486 shares of the Company’s common stock underlying outstanding the Company’s pre-funded warrants. |
| (2) |
$4.94 was the closing trading price of the Company’s common stock on April 16, 2021. |
The number of shares of common
stock the Company issued to pre-Merger MyMD Florida shareholders (including in respect of outstanding pre-Merger MyMD Florida options),
for purposes of these pro forma financial statements, is calculated pursuant to the terms of the Merger Agreement as follows:
| Shares of Company common stock outstanding as of April 16, 2021 |
|
|
8,326,730 |
|
| Shares of Company common stock subject to Series D Convertible Preferred stock |
|
|
36,496 |
|
| Shares of Company common stock subject to outstanding restricted stock units |
|
|
402,483 |
|
| Shares of Company common stock subject to outstanding pre-funded warrants(1) |
|
|
986,486 |
|
| Adjusted outstanding shares of Company common stock |
|
|
9,752,195 |
|
| Divided by the assumed percentage of Company ownership of the combined company |
|
|
22.95 |
% |
| Estimated adjusted total shares of common stock of the combined company |
|
|
42,493,817 |
|
| Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company |
|
|
77.05 |
% |
| Estimated shares of Company common stock issued to pre-Merger MyMD Florida upon closing of the Merger(2) |
|
|
32,741,622 |
|
| (1) |
986,486 shares of Company common stock underlying outstanding the Company’s pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company’s warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. |
| (2) |
The common stock issued to pre-Merger MyMD Florida upon closing includes 4,188,315 shares allocated to fully vested stock options of pre-Merger MyMD Florida assumed by the Company upon closing, which will expire two years from the effective date of the Merger. Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger. |
The allocation of the preliminary
purchase price to the estimated fair value of the assets acquired and liabilities assumed as of March 31, 2021, (Adjustment 8) is as follows:
| |
|
Based on Historical Balance Sheet of the Company as of March 31, 2021 |
|
|
Pro Forma
Adjustments(1)(2)
|
|
|
Purchase Price Allocation – Pro Forma |
|
| |
|
|
|
|
|
|
|
|
|
| Total Consideration |
|
$ |
48,175,844 |
|
|
$ |
- |
|
|
$ |
48,175,844 |
|
| Cash and Cash Equivalents |
|
|
569,366 |
|
|
|
- |
|
|
|
569,366 |
|
| Marketable Securities |
|
|
30,480,537 |
|
|
|
(1,500,000 |
) |
|
|
28,980,537 |
|
| Other Receivables |
|
|
3,026,137 |
|
|
|
(3,026,137 |
) |
|
|
- |
|
| Prepaid Expenses |
|
|
221,811 |
|
|
|
- |
|
|
|
221,811 |
|
| Investment in Oravax |
|
|
1,500,000 |
|
|
|
- |
|
|
|
1,500,000 |
|
| Trade and Other Payables |
|
|
(2,374,059 |
) |
|
|
811,087 |
|
|
|
(1,562,972 |
) |
| Net Tangible Assets Acquired |
|
|
33,423,792 |
|
|
|
(3,715,050 |
) |
|
|
29,708,742 |
|
| Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill |
|
$ |
14,752,052 |
|
|
$ |
(3,715,050 |
) |
|
$ |
18,467,102 |
|
| (1) |
Transaction costs primarily consist of printing, stock exchange, accounting and legal fees which are estimated to range from $750,000 to $1,500,000. There can be no assurance that these estimates will not change. Due to the expected volatility of the anticipated transaction costs, they are being treated as a contingent liability and have been excluded from the pro forma condensed combined financial statements. |
| (2) |
The adjustments reflect the effect of the Contribution and Assignment Agreement, the elimination of the MyMD Bridge Loan and an adjustment for withholding taxes on the issuance of shares to settle the RSUs. |
The purchase price allocation
will remain preliminary until the Company completes a final valuation of the assets acquired and liabilities assumed as of the date that
the Merger was consummated. The excess of consideration transferred over the estimated fair value of the net identifiable assets will
be allocated to goodwill. The final determination of the allocation consideration transferred is expected to be completed as soon as practicable
after the consummation of the Merger but will in no event exceed one year from the acquisition date. The final amounts allocated to assets
acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial
statements. For acquired working capital accounts such as prepaid expenses and other current assets, accounts payable and certain accrued
expenses, the Company determined that no preliminary fair value adjustments were required due to the short timeframe until settlement
for these assets and liabilities.
|