Transaction Accounting Adjustments. (a) Reflects adjustments to eliminate cash and cash equivalents of $0.4 million not acquired and deferred revenue, current of $0.4 million not assumed in the Acquisition.
Transaction Accounting Adjustments. A. The pro forma combined basic and diluted loss per share have been adjusted to reflect the pro forma net loss for the three months ended March 31, 2024 and the pro forma net loss attributable to common stockholders for the year ended December 31, 2023. In addition, the number of shares used in calculating the pro forma combined basic and diluted loss per share has been adjusted assuming that the estimated total number of shares of common stock of the combined company that were issued in connection with the Merger have been outstanding for the entirety of all periods presented. The pro forma adjustment for the three months ending March 31, 2024 reflects the incremental amount of common shares not already included in Xxxxx’x historical weighted average common stock outstanding as of March 31, 2024. The following table sets forth the calculation of the pro forma adjustment to the weighted-average number of common shares outstanding — basic and diluted. Three Months Ended Year Ended (in thousands) March 31, 2024 December 31, 2023 Issuance of common stock to AlmataBio shareholders 171,605 171,605 Less: Common stock issued to AlmataBio shareholders included in Xxxxx’x historical weighted average common stock outstanding 7,543 — Pro forma adjustment 164,062 171,605
Transaction Accounting Adjustments. A. To reflect the sale and issuance of approximately 3,559,565 shares of Graphite’s common stock with a par value of $0.00001, at a per share price of $15.03, by Graphite as a result of the Graphite private placement that occurred substantially concurrently with the closing of the merger for $53.5 million in gross proceeds, less an estimated $4.0 million in issuance costs.
Transaction Accounting Adjustments. Adjustments included in the column under the heading “Transaction Accounting Adjustments” are primarily based on information contained in the Acquisition Agreement, the Securities Purchase Agreement, and other related agreements. Pro forma adjustments included in the unaudited pro forma condensed combined balance sheets as of March 31, 2024:
Transaction Accounting Adjustments. Assertio has accounted for the acquisition of Otrexup as an acquisition of assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, and Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whereby the Company recognized assets acquired based on their estimated fair values on the acquisition date. Due to the screen test as required by ASU 2017-01, the acquisition does not meet the definition of a business as, based on the final terms of the Transaction on the closing date, substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset. Furthermore, Xxxxxxxx concluded that the acquisition does not meet the definition of a business since a substantive process was not acquired. Specifically, (1) no manufacturing, back office, or other employees are transferring to Assertio, (2) Assertio is not acquiring, inheriting or assuming third-party manufacturing contracts essential to the manufacturing of Otrexup, and (3) Assertio is not acquiring certain patent rights, trademarks, manufacturing know-how, and other intellectual property that would be critical to the ability to manufacture Otrexup itself or through a contract with a third party. For pro forma purposes, the Company has preliminarily allocated the purchase consideration to the acquired assets based on their relative estimated fair values. Therefore, as discussed further below, the assets acquired are provisional and will be finalized after the Company receives and reviews all available data and completes its detailed valuation analysis.
Transaction Accounting Adjustments. On January 24, 2023, the acquisition date, the Company acquired Eisai’s U.S. rights, title and interest in and to Fycompa, including certain related assets, intellectual property and product inventory (the “Transaction”) for $164.2 million in cash and liabilities. The Company has accounted for the acquisition of Fycompa as an acquisition of assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, and Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whereby the Company recognized assets acquired based on their estimated fair values on the acquisition date. Due to the screen test as required by ASU 2017-01, the acquisition does not meet the definition of a business as, based on the final terms of the Transaction on the acquisition date, substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset. Concurrently with the acquisition, the parties entered into two related agreements: (i) a short-term Transition Services Agreement (the “TSA”) for commercial and manufacturing services and (ii) a long-term Supply Agreement for the manufacturing of Fycompa. Under the TSA, Eisai will provide commercial and manufacturing services to the Company for a transition period following the acquisition date. Further, under the Supply Agreement, Eisai will manufacture Fycompa for the Company for a period of seven years (or such longer period as is set forth in the Supply Agreement) following the acquisition date. The service fees for the TSA will be charged based on the actual number of FTEs performing services. Under the Supply Agreement, charges will be based on provided supply prices. The service fees for the TSA and the supply prices for the Supply Agreement were determined to be similar to market rates. The aggregate consideration for the Transaction is $164.2 million, which consists of $162.3 million in cash paid and $1.9 million accrued as a liability as of the Transaction date. Eisai is also eligible to receive a contingent payment of $25 million if certain regulatory milestones are met. As the regulatory milestones are not probable, the Company did not recognize any amount related to the milestone payments in the purchase price. Additionally, after the loss of patent exclusivity for Fycompa, the Company may be obligated to pay certain royalties to Eisai on net sales of Fycompa...
Transaction Accounting Adjustments. The Pro Forma Financial Statements have been adjusted to reflect reclassifications of Flyers Energy's financial statements to conform to WFS's financial statement presentation, adjustments to historical book values of Flyers Energy to their preliminary estimated fair values, the purchase consideration paid by WFS and related financing transactions, estimated direct transaction costs, and the estimated tax impact of pro forma adjustments. These adjustments include the following:
Transaction Accounting Adjustments. The Transactions and related adjustments are described in the accompanying notes to the Pro Forma Financial Statements. In the opinion of WFS management, all material adjustments have been made that are necessary to present the Pro Forma Financial Statements fairly, in accordance with Article 11 of Regulation S-X of the SEC. Certain amounts in the Pro Forma Financial Statements and accompanying notes may not add due to rounding. In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, the Acquisition will be accounted for as a business combination. Under the acquisition method, the purchase price is allocated to all identifiable assets acquired and all liabilities assumed at the fair value as of the acquisition date. Any residual value is recognized as Goodwill. Acquisition-related costs incurred in connection with the Acquisition are expensed as incurred. The Pro Forma Financial Statements do not purport to be indicative of the financial position or results of operations of the combined company that would have occurred if the Transactions had occurred on the dates indicated, nor are they indicative of WFS's future financial position or results of operations.
Transaction Accounting Adjustments. The adjustments included in the unaudited preliminary pro forma condensed combined financial statements are as follows:
Transaction Accounting Adjustments. The adjustments included in the unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2020 are as follows:
