Annual report pursuant to Section 13 and 15(d)

Acquisition of Aquarius Biotechnologies, Inc. (Details 1)

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Acquisition of Aquarius Biotechnologies, Inc. (Details 1) - USD ($)
Dec. 31, 2015
Jan. 29, 2015
Dec. 31, 2014
Business Acquisition [Line Items]      
Goodwill $ 1,336,488   $ 0
Net assets acquired   $ 2,873,035  
Aquarius Biotechnologies, Inc. [Member]      
Business Acquisition [Line Items]      
Cash   70,754  
Contract/ Grant receivable   45,644  
Prepaid expenses and other current assets   5,084  
Equipment, net   5,051  
Other assets   700  
In-process research and development [1]   3,017,377  
Total identifiable assets   3,144,610  
Accounts payable   300,413  
Notes payable [2]   10,000  
Accrued expenses   92,509  
Total liabilities assumed   402,922  
Net identifiable assets acquired   2,741,688  
Goodwill [3]   1,336,488  
Deferred income taxes arising from basis differences of tax aspects of in-process research and development   (1,205,141)  
Net assets acquired   $ 2,873,035  
[1] The fair value of the in-process research and development asset was estimated on the basis of its replacement cost as determined by a buildup of the costs incurred to develop the technology as it existed as of the acquisition date resulting in a fair value of $3,017,377. The fair value of other assets and liabilities approximate their book value.
[2] Aquarius issued a note for a loan that was made to a related party. Interest on the note is calculated using the applicable federal rate for midterm loans. Since the note has no specified repayment terms, it is considered a current liability. This note was paid in full in 2015.
[3] The Company allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the Merger date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill including deferred tax liabilities resulting from the tax attributes of the in-process research and development (see Note C 14). In connection with the Aquarius acquisition, the Company made an adjustment as a result of the purchase accounting requirements to reflect a change in the value of the deferred tax liabilities resulting from an adjustment to the Company's effective tax rate, recording a $48 thousand reduction to the deferred tax liabilities with an offsetting credit to Goodwill.