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Business Combination / Acquisition
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combination / Acquisition

Note 5 – Business Combination / Acquisition

 

Pursuant to the Merger Agreement, at the closing of the transaction, Marina issued to IThena stockholders a number of shares of Marina common stock representing approximately 65% of the outstanding shares of common stock of the combined company. The purchase price of approximately $3.7 million represents the consideration transferred from Marina in the reverse merger transaction and is calculated based on the number of shares of common stock of the combined company that Marina stockholders owned as of the closing of the transaction and the fair value of assets and liabilities assumed by IThena.

 

The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows:

 

Shares of Marina common stock outstanding as of November 15, 2016     31,378,551  
Divided by the percentage of Marina ownership of combined company     35 %
Adjusted total shares of common stock of combined company     89,771,379  
Multiplied by the assumed percentage of IThena ownership of combined company     65 %
Shares of Marina common stock issued to IThena upon closing of transaction     58,392,828  


The application of the acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed. The purchase price allocation will remain preliminary until IThena management determines the fair values of assets acquired and liabilities assumed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after completion of the transaction and will be based on the fair values of the assets acquired and liabilities assumed as of the transaction closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented.

 

The purchase price as of December 31, 2016 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed:

 

Assets and Liabilities Acquired:        
Cash   $ 5,867  
Net current liabilities assumed (excluding cash)     (1,926,972 )
Identifiable intangible assets     2,361,066  
Debt     (326,037 )
Net assets acquired     113,924  
Goodwill     3,558,076  
Purchase price   $ 3,672,000  


Certain adjustments have been made to the preliminary purchase price allocation to reflect changes in liabilities that were adjusted based on subsequent settlement agreements with third-parties.