Annual report pursuant to Section 13 and 15(d)

Merger (Tables)

v3.20.4
Merger (Tables)
 12 Months Ended
Dec. 31, 2020
Merger [Abstract]  
Purchase Price Paid In Merger
The total purchase price paid in the Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts):

Number of shares of the combined organization owned by the Company’s Pre-Merger stockholders
    
1,120,800
  
Multiplied by the fair value per share of REXN’s common stock (1)
  
$
7.24
  
Fair value of common stock issued to affect the Merger
    
8,115
  
Fair value of warrants and options issued to affect the Merger
    
768
  
Transaction costs
    
1,575
  
Purchase price
  
$
10,458
  


(1)
Based on the last reported sale price of the Rexahn’s common stock on the Nasdaq Capital Market on November 5, 2020, the closing date of the Merger, and gives effect to the Reverse Stock Split.
Allocation of Purchase Price
The allocation of the purchase price is as follows:
 
Cash acquired
  
$
2,014
  
Net assets assumed
    
68
  
IPR&D (2)
    
8,376
  
Purchase price
  
$
10,458
  


(2)
Represents the pre-Merger research and development projects of Rexahn which were in-process, but not yet completed, and which the Company may advance post-Merger.  This includes the development of RX-3117, RX-0301 and RX-0047. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees.