Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2021 |
|---|
| Acquisitions |
|
| Summary of preliminary purchase price allocation and estimated fair value |
|
|
|
|
|
|
Bayon |
Current Assets (1) |
|
$ |
5,290 |
In-Process R&D |
|
|
1,063,000 |
Goodwill |
|
|
406,599 |
Accounts Payable |
|
|
(36,525) |
Deferred Tax Liability |
|
|
(265,808) |
Total Consideration |
|
$ |
1,172,556 |
| (1) |
Current Assets include cash and receivables of $3,910 and $1,380, respectively.
|
|
|
|
|
|
|
Panoptes |
Current Assets |
|
$ |
410,863 |
In-Process R&D |
|
|
5,624,100 |
Goodwill |
|
|
2,105,316 |
Property, Plant and Equipment |
|
|
2,042 |
Accounts Payable and Other Liabilities |
|
|
(87,777) |
Deferred Tax Liability |
|
|
(351,507) |
Assumed Liabilities |
|
|
(312,852) |
Total Consideration |
|
$ |
7,390,185 |
| (1) |
Current Assets include cash, receivables, and prepaid expenses of $333,860, $73,368, and $3,635, respectively. |
|
| Summary of business acquisition fair value consideration |
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
Shares |
|
Price per Share(a) |
|
Amount |
Contingent consideration at fair value |
|
— |
|
|
— |
|
$ |
1,007,556 |
Cash Consideration |
|
— |
|
|
— |
|
|
97,066 |
Kiora Common Stock |
|
33,798 |
|
$ |
2.01 |
|
|
67,934 |
Total Fair Value of Consideration |
|
|
|
|
|
|
$ |
1,172,556 |
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
Shares |
|
Price per Share(a) |
|
Amount |
Contingent consideration at fair value |
|
— |
|
|
— |
|
$ |
2,279,525 |
Cash Consideration |
|
— |
|
|
— |
|
|
441,552 |
Holdback shares |
|
424,685 |
|
$ |
3.5321 |
|
|
1,500,030 |
Kiora Common Stock |
|
897,222 |
|
$ |
3.5321 |
|
|
3,169,078 |
Total Fair Value of Consideration |
|
|
|
|
|
|
$ |
7,390,185 |
|
| Schedule of Proforma disclosure for Panoptes acquisition |
The following table includes the pro forma results for Bayon the year ended December 31, 2021 of the combined companies as though the Bayon Acquisition had been completed as of January 1, 2020.
|
|
|
|
|
|
|
|
|
Year Ended |
|
Year Ended |
|
|
December 31, 2021 |
|
December 31, 2020 |
|
|
(unaudited) |
|
(unaudited) |
Operating Expenses |
|
$ |
14,257,347 |
|
$ |
7,082,768 |
Net Loss |
|
$ |
(13,792,265) |
|
$ |
(6,873,698) |
The following table includes the pro forma results for Panoptes the year ended December 31, 2020 of the combined companies as though the Panoptes Acquisition had been completed as of the beginning of the period presented.
|
|
|
|
|
|
Year Ended |
|
|
December 31, 2020 |
|
|
(unaudited) |
Revenues |
|
$ |
558,063 |
Operating Expenses |
|
$ |
8,498,798 |
Net Loss |
|
$ |
(7,942,031) |
|