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Note 14 - Merger
3 Months Ended
Mar. 31, 2024
Business Combinations [Abstract]  
Merger
14.
Merger

On February 3, 2023, the Company acquired 100% of the issued and outstanding equity and voting shares of Viewpoint Molecular Targeting, Inc. in exchange for 136,545,075 shares of the Company's common stock with a fair value of $54.6 million based on the closing market price of $0.40 per share on the acquisition date. At the closing of the Merger, the Company forgave the note receivable entered into in November 2022 and the associated accrued interest with Viewpoint that was included in the note receivable. The total amount forgiven was $6.2 million, representing the $6.0 million loan and $0.2 million accrued interest. The Company also assumed all of Viewpoint’s outstanding stock options and warrants as of the Merger date.

 

Viewpoint is developing the next generation of TAT for oncology that have the potential to treat a large population of cancer patients across multiple tumor types, including those with metastatic disease. By leveraging its proprietary TAT platform, Viewpoint aims to develop alpha-emitting radiopharmaceuticals that can be attached to targeting peptides to deliver the radioactive payload directly to difficult to treat tumors. The Merger was completed to provide the Company with a new isotope in a larger market.

The Company accounted for the transaction as a business combination in accordance ASC 805, Business Combinations. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. The Viewpoint purchase price consideration and allocation to net assets acquired is presented below (in thousands except for share price):

 

Fair value of consideration transferred

 

 

 

Perspective Therapeutics common stock issued (136,545,075 X $0.40)

 

$

54,618

 

Assumption of Viewpoint stock options and warrants at fair value

 

 

7,836

 

Note receivable and interest from Viewpoint forgiven

 

 

6,171

 

Total fair value of consideration transferred

 

$

68,625

 

 

Recognized amounts of identifiable net assets acquired

 

 

 

Assets acquired

 

 

 

Cash and cash equivalents

 

$

2,699

 

Grants receivable

 

 

95

 

Prepaid expenses

 

 

396

 

Property and equipment

 

 

5,050

 

Right of use asset

 

 

10

 

Intangible assets, in-process research and development

 

 

50,000

 

Other assets

 

 

316

 

Total assets acquired

 

 

58,566

 

 

 

 

Liabilities assumed

 

 

 

Accounts payable and accrued expenses

 

 

2,968

 

Lease liability

 

 

10

 

Accrued payroll and related taxes

 

 

1,642

 

Accrued vacation

 

 

333

 

Notes payable

 

 

1,807

 

Deferred tax liability

 

 

7,243

 

Total liabilities assumed

 

 

14,003

 

 

 

 

Net assets acquired, excluding goodwill

 

 

44,563

 

Total purchase price consideration

 

 

68,625

 

 

 

 

Goodwill

 

$

24,062

 

 

Goodwill is calculated as the difference between the acquisition date fair value of the consideration and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized and is not currently assumed to be deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to arise from the acquisition of Viewpoint.

Upon completion of the Merger, Viewpoint became a wholly owned subsidiary of the Company and its results of operations have been included in the Company’s condensed consolidated financial statements.

The results of operations for Viewpoint since the closing date have been included in the Company’s condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 and include grant revenue of approximately $0.3 million and $0.2 million of grant revenue, respectively, and operating loss of $12.6 million and $3.8 million, respectively.

The pro forma financial information below represents the combined results of operations as if the acquisition had occurred on January 1, 2023, the beginning of the comparable prior year reporting period. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

The information below reflects certain nonrecurring pro forma adjustments for the three months ended March 31, 2023 that were directly related to the business combination based on available information and certain assumptions that we believe are reasonable:

 

 

Three Months Ended
March 31,
2023

 

(in thousands)

 

 

 

Revenue

 

$

317

 

Net loss

 

 

(6,674

)