Business Combinations

6 Months Ended

Jun. 30, 2025

Business Combinations

Business Combinations

Note 6. Business Combinations

As a result of the Mobius Agreement previously discussed in Note 1, Organization and Basis of Presentation, effective May 16, 2025, Mobius became a wholly-owned subsidiary of the Company. The Mobius acquisition is intended to expand the Company's portfolio of pharmaceutical products related to the treatment of glaucoma, as the lead Mobius product is Mitosol, the only FDA-approved ophthalmic formulation of mitomycin-C, which is often utilized as an adjunct in late-stage glaucoma filtration procedures.

The combined fair value of the consideration transferred at closing was $24.5 million (the Merger Consideration), that consisted of the following (in thousands):

Cash proceeds to seller	$	13,479
Repayment of sellers' closing debt		665
Reimbursement of sellers' transaction expenses		446
Escrow payments		2,196
Contingent consideration		7,700
Fair value of consideration transferred	$	24,486

The contingent consideration represents the fair value of: (i) potential future net sales-based milestone payments up to $80.0 million based on predetermined measurement periods, and are conditional based on achieving contractually specified net sales thresholds for the Mobius products for the calendar years ending December 31, 2025 through December 31, 2030, and; (ii) future single digit percentage royalty payments based on net sales of the Mobius products to be made for calendar years ending December 31, 2025 through December 31, 2030. As of June 30, 2025, the contingent consideration liability of $7.1 million is included in other liabilities and $0.6 million included in accrued liabilities in the condensed consolidated balance sheets.

The Company performed a valuation analysis of the fair market value of Mobius’s assets and liabilities as of closing. The following table sets forth an allocation of the Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill. The allocation of the Merger Consideration as of May 16, 2025 is as follows (in thousands):

Assets Acquired
Cash and cash equivalents	$	4,349
Accounts receivable		1,223
Inventory		2,209
Prepaid expenses and other current assets		99
Intangible assets		17,800
Goodwill		575
Liabilities Assumed
Accounts payable		1,065
Accrued liabilities		704
Fair value of net assets acquired	$	24,486

Goodwill represents the excess of the Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce, intellectual property, and established processes at Mobius and expected synergies. The transaction is considered an asset acquisition for tax purposes. As such, goodwill will be deductible once the contingent consideration is paid, consistent with the tax treatment of asset acquisitions.

The fair value and estimated useful lives of the Mobius intangible assets acquired are as follows (in thousands, except where noted):

			Estimated
	Fair		Useful Life
	Value		(in years)
Intangible assets subject to amortization:
Developed intellectual property	$	17,400	9.0
Customer relationships		400	9.0
Total	$	17,800