BUSINESS COMBINATION (Tables)

3 Months Ended

Mar. 31, 2023

BUSINESS COMBINATION

Schedule of purchase consideration

Total purchase consideration including cash, common shares and contingent consideration was valued at approximately $22.8 million, as follows (in thousands):

Cash paid at Closing	$	4,700
Receivable from VCN “effectively settled”		417
Fair value of common shares issued		6,599
Fair value of contingent consideration		11,093
	$	22,809

Schedule of allocation of fair value of assets and liabilities acquired

	Estimated fair value
	($in thousands)
Cash and cash equivalents	$	837
Receivables		1,889
Property and equipment		216
In-process research and development intangible asset		19,742
Goodwill		5,696
Deferred tax assets (liabilities), net		(3,209)
Accounts payable		(522)
Accrued expenses		(113)
Accrued employee benefits		(90)
Loan Payable-current		(67)
Other long-term liabilities		(1,570)
Total purchase consideration	$	22,809

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, 2022 (in thousands):

	Three months Ended March 31
(in thousands)	2023		2022
Net revenues		—	$	—
Net loss	$	(4,478)	$	(4,796)