The Merger (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of preliminary allocation of purchase price

The following table summarizes the allocation of the purchase price to the fair value of the respective assets and liabilities acquired, which was finalized in the quarter ended December 31, 2019.


Cash and cash equivalents	$ 3,008,000
Prepaid expenses	257,000
Property and equipment	708,000
Right of use asset	271,000
In-process research and development (1)	10,256,000
Total assets	14,500,000
Accounts payable	(4,004,000)
Other long term liabilities	(199,000)
Deferred tax liability	(3,077,000)
Net assets acquired	7,220,000
Purchase price	10,710,000
Goodwill (2)	$ 3,490,000

(1) IPR&D relates to a bacteriophage product candidate for the treatment of Staphylococcus aureus infections in patients with bacteremia. The valuation of this asset was prepared by an independent third party based on estimated discounted cash flows based on probability-weighted future development expenditures and revenue streams provided by the Company’s management.

(2) Goodwill represents the excess of the purchase price over the valuation of the fair value of tangible and identified intangible assets, less liabilities, acquired.

Schedule of company’s consolidated statement of operations

Selected amounts related to AmpliPhi’s business included in the Company’s consolidated statements of operations from the period of May 9, 2019, the date of the Merger, to December 31, 2019 are summarized in the table below. Amounts show do not include the offset to research and development expenses related to AU Tax rebates discussed in Note 3.


	Year Ended December 31,
	2019
Research and development expenses	$ 1,321,000
General and administrative expenses	1,917,000
Sale of Slovenia (Note 6)	663,000
Net loss	$ 3,901,000

Schedule of unaudited proforma information

The results of operations for the year ended December 31, 2019, are based on the unaudited financial statements prepared for the year ended December 31, 2019, and for the year ended December 31, 2018, are based on the Company’s audited financial statements. This unaudited pro forma information is summarized as follows:



	Year Ended December 31,
	2019	2018
Revenue	—		—

Net loss	$ (21,335,000)		$ (27,818,000)