Quarterly report pursuant to Section 13 or 15(d)

Business Acquisition

Business Acquisition
9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Acquisition

2. Business Acquisition


On June 30, 2022, the Company entered into and closed a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company acquired all of the outstanding shares of common stock of Technology Assessment and Transfer, Inc. (TA&T), a corporation organized under the Laws of the State of Maryland. As a result, TA&T is a wholly owned subsidiary of the Company.



The Purchase Agreement sets forth approximately $760,000, including accrued interest, in loan obligations that the Company agreed to assume in connection with the purchase. Further, the Purchase Agreement provides for potential earnout payments to the sellers on the achievement of certain pre-determined gross revenue targets by TA&T for calendar years 2022 and 2023. Earnouts, if any, will be expensed as incurred , as management does not expect the earnouts to be achieved.


The following table summarizes the purchase price allocation (in thousands):


    June 30, 2022  
Current assets        
Cash and cash equivalents   $ 303  
Accounts and other receivables, net of allowance     193  
Prepaid expenses and other receivables, net of allowance     14  
Total current assets     510  
Property and equipment, net     599  
Operating lease right of use asset     521  
Other long-term assets     7  
Total assets     1,637  
Liabilities and net assets acquired        
Current liabilities        
Accounts payable     105  
Accrued liabilities     241  
Current portion of debt     6  
Current portion of related party debt     242  
Current portion of operating lease liability     179  
Total current liabilities     773  
Debt, net of current portion     393  
Related party debt, net of current portion     107  
Operating lease liability, net of current portion     342  
Total liabilities     1,615  
Net assets acquired   $ 22  


The following proforma unaudited revenue and net loss are presented as if the acquisition had been included in the consolidated results of the Company for the nine months ended September 30, 2022 (in thousands).



Nine Months Ended

September 30, 2022

Revenue   $ 1,385  
Net loss   $ (8,097 )


No amounts are included in the condensed consolidated statement of operations relating to TA&T for the six months ended June 30, 2022, as the transaction was closed the end of day June 30, 2022. TA&T’s operations are included in the Company’s condensed consolidated statement of operations beginning July 1, 2022.