Acquisition (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
|---|
| Business Combinations [Abstract] |
|
| Schedule of Fair Value of Consideration Transferred |
The acquisition-date fair value of the consideration transferred is as follows:
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|
|
|
|
|
|
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At |
|
|
November 17, |
|
|
2017 |
|
|
|
Cash |
|
$ |
18,900,000 |
|
Common stock (including contingently issuable shares) |
|
8,514,419 |
|
Contingent payments |
|
2,576,633 |
|
Total consideration transferred |
|
$ |
29,991,052 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition:
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|
|
|
|
|
|
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At |
|
|
November 17, |
|
|
2017 |
Fair value of assets acquired: |
|
|
Current assets: |
|
|
Cash and cash equivalents |
|
$ |
11,068 |
|
Accounts receivable, net |
|
2,872,545 |
|
Inventory |
|
495,777 |
|
Prepaid expenses and other current assets |
|
134,281 |
|
Identifiable intangible assets |
|
|
|
Acquired product marketing rights - Metafolin |
|
10,465,000 |
|
PAI sales and marketing agreement |
|
2,334,000 |
|
Acquired product marketing rights - Millipred |
|
4,714,000 |
|
Acquired product marketing rights - Ulesfia |
|
555,000 |
|
Total assets acquired |
|
21,581,671 |
|
|
|
|
Fair value of liabilities assumed: |
|
|
Accounts payable |
|
192,706 |
|
Accrued expenses and other current liabilities |
|
4,850,422 |
|
Deferred tax liability |
|
839,773 |
|
Total liabilities assumed |
|
5,882,901 |
|
Total identifiable net assets |
|
15,698,770 |
|
Fair value of consideration transferred |
|
29,991,052 |
|
Goodwill |
|
$ |
14,292,282 |
|
|
| Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination |
The preliminary fair value of intangible assets includes the following:
|
|
|
|
|
|
|
|
At |
|
|
November 17, 2017 |
|
|
|
Acquired product marketing rights - Metafolin |
|
$ |
10,465,000 |
|
PAI Sales & Marketing Agreement |
|
2,334,000 |
|
Acquired product marketing rights - Millipred |
|
4,714,000 |
|
Acquired product marketing rights - Ulesfia |
|
555,000 |
|
Fair value of identified intangible assets |
|
$ |
18,068,000 |
|
|
| Business Acquisition, Pro Forma Information |
The following supplemental unaudited pro forma information presents Cerecor's financial results as if the acquisition of TRx had occurred on January 1, 2016:
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|
|
|
|
|
|
|
|
|
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Years Ended December 31, |
|
|
2017 |
|
2016 |
|
|
Total revenues, net |
|
$ |
43,602,212 |
|
|
$ |
19,586,923 |
|
Net income |
|
$ |
14,564,584 |
|
|
$ |
(19,499,137 |
) |
|