EXHIBIT 99.3
Published on March 5, 2021
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of EyeGate Pharmaceuticals, Inc. (the “Company”) and the unaudited financial statements of Panoptes Pharma Ges.m.b.H (“Panoptes”) as of and for the nine-months ended September 30, 2020 and the audited financial statements of Panoptes for the year ended December 31, 2019.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the acquisition as if it had occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine-months ended September 30, 2020 give effect to the acquisition as if it had occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 give effect to the acquisition as if it had occurred on January 1, 2019.
Other than as disclosed in the notes thereto, the unaudited pro forma combined financial statements do not reflect any additional liabilities, off-balance sheet commitments or other obligations that may become payable after the date of such financial statements.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the acquisition and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.
The acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of September 30, 2020 using currently available information. Due to the fact that the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable but is not required to finalize for one year from the closing date of the transaction.
The following unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s consolidated financial statements and related notes. The Company’s financial statements and notes are included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019.
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and Cash Equivalents | $ | 2,931,349 | $ | 753,408 | $ | (437,817 | ) | A | $ | 3,246,940 | ||||||||
| Prepaid Expenses and Other Current Assets | 501,871 | 70,794 | - | 572,665 | ||||||||||||||
| Right-of-Use Assets | 61,609 | - | - | 61,609 | ||||||||||||||
| Current portion of Refundable Tax Credit Receivable | 2,774 | - | - | 2,774 | ||||||||||||||
| Total current assets | 3,497,603 | 824,202 | (437,817 | ) | 3,883,988 | |||||||||||||
| Property and Equipment, Net | 11,253 | 1,963 | - | 13,216 | ||||||||||||||
| Restricted Cash | 45,000 | - | - | 45,000 | ||||||||||||||
| Goodwill | 1,525,896 | - | 1,302,758 | B | 2,828,654 | |||||||||||||
| Intangible Assets and In-Process R&D, Net | 4,112,314 | - | 5,885,000 | B | 9,997,314 | |||||||||||||
| Other Assets | 53,034 | - | - | 53,034 | ||||||||||||||
| Total assets | $ | 9,245,100 | $ | 826,165 | $ | 6,749,941 | $ | 16,821,206 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts Payable | $ | 59,534 | 257,267 | - | 316,801 | |||||||||||||
| Accrued Expenses | 809,050 | 516,656 | - | 1,325,706 | ||||||||||||||
| Lease Liabilities | 61,609 | - | - | 61,609 | ||||||||||||||
| Total Current Liabilities | 930,193 | 773,923 | - | 1,704,116 | ||||||||||||||
| Non-Current Liabilities: | - | |||||||||||||||||
| Contingent Consideration | 1,710,000 | - | - | 1,710,000 | ||||||||||||||
| Deferred Tax Liability | 365,364 | - | - | 365,364 | ||||||||||||||
| Deferred Purchase Consideration | - | - | 3,644,100 | A | 3,644,100 | |||||||||||||
| Long-term Notes Payable | - | 1,759,641 | (1,759,641 | ) | D | - | ||||||||||||
| Austrian Research Promotion Agency (FFG) Loan | - | 1,283,830 | (1,283,830 | ) | E | - | ||||||||||||
| Paycheck Protection Program Loan | 278,190 | - | - | 278,190 | ||||||||||||||
| Total Non-Current Liabilities | 2,353,554 | 3,043,471 | 600,629 | 5,997,654 | ||||||||||||||
| Total Liabilities | 3,283,747 | 3,817,394 | 600,629 | 7,701,770 | ||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||
| Stockholders’ Equity: | ||||||||||||||||||
| Preferred Stock - Series A | 41 | - | - | 41 | ||||||||||||||
| Preferred Stock - Series D | - | - | 1 | A | 1 | |||||||||||||
| Common Stock | 46,268 | - | 8,842 | A | 55,110 | |||||||||||||
| Called-up Share Capital | - | 61,183 | (61,183 | ) | C | - | ||||||||||||
| Additional Paid-in Capital | 111,715,592 | 1,395,156 | 3,149,240 | A | 114,864,832 | |||||||||||||
| (1,395,156 | ) | C | ||||||||||||||||
| Accumulated Deficit | (105,923,069 | ) | (4,447,568 | ) | 4,447,568 | C | (105,923,069 | ) | ||||||||||
| Accumulated Other Comprehensive Income | 122,521 | - | - | 122,521 | ||||||||||||||
| Total Stockholders’ Equity | 5,961,353 | (2,991,229 | ) | 6,149,312 | 9,119,436 | |||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 9,245,100 | $ | 826,165 | $ | 6,749,941 | $ | 16,821,206 | ||||||||||
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma Adjustments |
Pro Forma Combined |
||||||||||||||||
| Revenue | |||||||||||||||||||
| Collaboration Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Grant Revenue | 470,257 | - | 470,257 | ||||||||||||||||
| - | 470,257 | - | 470,257 | ||||||||||||||||
| Operating Expenses: | |||||||||||||||||||
| Research and Development | 985,880 | 413,965 | - | H | 1,399,845 | ||||||||||||||
| General and Administrative | 1,021,325 | 652,794 | - | 1,674,119 | |||||||||||||||
| Total Operating Expenses | 2,007,205 | 1,066,759 | - | 3,073,964 | |||||||||||||||
| Operating Loss Before Other Income (Expense) | (2,007,205 | ) | (1,066,759 | ) | - | (3,073,964 | ) | ||||||||||||
| Other Income (Expense), Net: | |||||||||||||||||||
| Interest Income | 331 | 39 | - | 370 | |||||||||||||||
| Interest Expense | - | (79,035 | ) | 79,035 | F | - | |||||||||||||
| Change in Fair Value of Deferred Purchase Consideration | - | - | (375,900 | ) | G | (375,900 | ) | ||||||||||||
| Other Income | - | 59,721 | - | 59,721 | |||||||||||||||
| Total Other Income (Expense) | 331 | (19,275 | ) | (296,865 | ) | (315,809 | ) | ||||||||||||
| Loss Before Income Taxes | (2,006,874 | ) | (1,086,034 | ) | (296,865 | ) | (3,389,773 | ) | |||||||||||
| Income Tax (Benefit) Provision | - | 1,147 | - | 1,147 | |||||||||||||||
| Net Loss | (2,006,874 | ) | (1,087,181 | ) | (296,865 | ) | (3,390,920 | ) | |||||||||||
| Other Comprehensive Loss: | |||||||||||||||||||
| Foreign Currency Translation Adjustments | (17,110 | ) | (116,631 | ) | - | (133,741 | ) | ||||||||||||
| Comprehensive Loss | $ | (2,023,984 | ) | $ | (1,203,812 | ) | $ | (296,865 | ) | $ | (3,524,661 | ) | |||||||
| Net Loss per Common Share - Basic and Diluted | |||||||||||||||||||
| Basic and diluted | $ | (0.45 | ) | $ | (0.65 | ) | |||||||||||||
| Weighted Average Shares Outstanding | |||||||||||||||||||
| Basic and Diluted | 4,547,524 | 5,431,746 | |||||||||||||||||
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEAR ENDED DECEMBER 31, 2019
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma Adjustments |
Pro Forma Combined |
||||||||||||||||
| Revenue | |||||||||||||||||||
| Collaboration Revenue | $ | 2,686,000 | $ | - | $ | - | $ | 2,686,000 | |||||||||||
| Grant Revenue | 113,475 | - | 113,475 | ||||||||||||||||
| 2,686,000 | 113,475 | - | 2,799,475 | ||||||||||||||||
| Operating Expenses: | |||||||||||||||||||
| Research and Development | 5,389,357 | 328,643 | - | H | 5,718,000 | ||||||||||||||
| General and Administrative | 4,405,684 | 1,083,314 | - | 5,488,998 | |||||||||||||||
| Total Operating Expenses | 9,795,041 | 1,411,957 | - | 11,206,998 | |||||||||||||||
| Operating Loss Before Other Income (Expense) | (7,109,041 | ) | (1,411,957 | ) | - | (8,520,998 | ) | ||||||||||||
| Other Income (Expense), Net: | |||||||||||||||||||
| Interest Income | 108,066 | 27,707 | (27,628 | ) | F | 108,145 | |||||||||||||
| Interest Expense | (325 | ) | (9,449 | ) | 9,449 | F | (325 | ) | |||||||||||
| Change in Fair Value of Deferred Purchase Consideration | - | - | (505,900 | ) | G | (505,900 | ) | ||||||||||||
| Other Income | - | 253,153 | - | 253,153 | |||||||||||||||
| Total Other Income (Expense) | 107,741 | 271,411 | (524,079 | ) | (144,927 | ) | |||||||||||||
| Loss Before Income Taxes | (7,001,300 | ) | (1,140,546 | ) | (524,079 | ) | (8,665,925 | ) | |||||||||||
| Income Tax (Benefit) Provision | 95,396 | 993 | 96,389 | ||||||||||||||||
| Net Loss | (7,096,696 | ) | (1,141,539 | ) | (524,079 | ) | (8,762,314 | ) | |||||||||||
| Other Comprehensive Loss: | |||||||||||||||||||
| Foreign Currency Translation Adjustments | 5,134 | 41,976 | 47,110 | ||||||||||||||||
| Comprehensive Loss | $ | (7,091,562 | ) | $ | (1,099,563 | ) | $ | (524,079 | ) | $ | (8,715,204 | ) | |||||||
| Net Loss per Common Share - Basic and Diluted | |||||||||||||||||||
| Basic and diluted | $ | (2.23 | ) | $ | (2.14 | ) | |||||||||||||
| Weighted Average Shares Outstanding | |||||||||||||||||||
| Basic and Diluted | 3,181,019 | 4,065,241 | |||||||||||||||||
Note 1 – Unaudited Pro Forma Condensed Combined Balance Sheet
Consideration for the acquisition of Panoptes consisted of: (i) 884,222 shares of the Company’s common stock, (ii) 45.8923 shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) convertible, subject to stockholder approval, into an aggregate of 13,000 shares of common stock, and (iii) cash payments in an aggregate amount of approximately $220,577 to certain Sellers. Additionally, 1,500 shares of Series D Preferred Stock convertible into an aggregate of approximately 424,685 shares of common stock will be issued after a period of 18 months subject to adjustments for potential post-closing working capital and/or indemnification claims relating to breaches of representations, warranties and covenants contained in the Purchase Agreement.
In addition to the consideration set forth above, the Sellers are eligible to receive up to $9.5 million in milestone payments, with $4.75 million being payable upon the enrollment and randomization of a first patient into the first Phase III pivotal study of a Panoptes product with the U.S. Food and Drug Administration (the “FDA”) and $4.75 million being payable upon approval of the first New Drug Application by the FDA with respect to a Panoptes product, subject to certain set-off rights as descried in the Purchase Agreement. In each case, the Company may elect to pay the applicable milestone payment either (i) in cash, or (ii) by issuing shares of Series D Preferred Stock.
Based on the closing stock price on December 18, 2020, the fair value of the Company’s considered transferred and expected to be transferred in the future was $7.5 million. The preliminary purchase price allocation is as follows:
| Consideration: | $ | 7,240,000 | ||
| Fair Value of Assets Acquired: | ||||
| Cash and cash equivalents | $ | 753,408 | ||
| Prepaid expenses and other current assets | 70,794 | |||
| Property and equipment | 1,963 | |||
| Intangible assets - In-process Research & Development | 5,885,000 | |||
| Goodwill | 1,302,758 | |||
| $ | 8,013,923 | |||
| Fair Value of Liabilities Assumed: | ||||
| Accounts payable | $ | 257,267 | ||
| Accrued expenses | 516,656 | |||
| $ | 773,923 |
The following adjustments have been made in the accompanying unaudited pro forma combined balance sheet as of September 30, 2020 to reflect the acquisition adjustments related to the transaction:
| (A) | Represents the purchase consideration paid / payable to the sellers of Panoptes, and includes two tranches of the FFG loan principal payments. The deferred purchase consideration represents the fair value of the purchase consideration that is deferred under the purchase agreement. |
| (B) | Represents the preliminary estimated fair value of goodwill and intangible assets acquired and reflected in the preliminary price allocation. |
| (C) | Elimination of Panoptes’s stockholders’ equity upon the completion of the acquisition. |
| (D) | Elimination of certain long-term obligations of Panoptes not assumed by the Company in the acquisition. |
| (E) | Elimination of the FFG loan not assumed by the Company in the acquisition; the Company agreed to make an initial payment of EUR 100,000, which is included in the immediate cash payments, and a second payment of EUR 200,000 in 12-months, which is reflected in the deferred purchase consideration amount. |
Note 2 – Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
The following adjustments have been made to the accompanying unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2019 to reflect the acquisition transactions related to the transaction:
| (F) | Elimination of interest expense related to long-term obligations and FFG loan not assumed by the Company as well as elimination of the interest income from discounting of such long-term obligation. |
| (G) | Represents the change in the fair value of the deferred purchase consideration as a result of passage of time. |
| (H) | No amortization expenses has been reflected as the in-process research and development intangible asset is considered indefinite-lived until the associated research and development efforts are abandoned or completed. |