BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2022

BUSINESS COMBINATION

Schedule of purchase consideration

Total purchase consideration including cash, restricted shares and contingent consideration was valued at approximately $23.9 million, as follows (in thousands):

Cash paid at Closing	$	4,700
Receivable from VCN “effectively settled“		417
FV of common shares issued		6,599
FV of contingent consideration		12,159
	$	23,875

Schedule of allocation of fair value of assets and liabilities acquired

	Estimated fair value
	($in thousands)
Cash and cash equivalents	$	837
Receivables		1,707
Property and equipment		216
In-process research and development intangible asset		21,703
Goodwill		5,765
Deferred tax assets (liabilities), net		(3,699)
Accounts payable		(814)
Accrued expenses		(113)
Accrued employee benefits		(90)
Loan Payable-current		(67)
Other long-term liabilities		(1,570)
Total purchase consideration	$	23,875

Schedule of Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information summarizes the results of operations for the periods indicated as if the VCN acquisition had been completed as of January 1, 2021 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net revenues	$	—	$	—		—	$	—
Net loss	$	(4,853)	$	(3,808)		(14,956)	$	(10,810)