On May 11, 2020, the Company completed its acquisition of certain Intrauterine Health products consisting of the Genesys HTA System, Symphion Tissue Removal System, and the Resectr Tissue Resection Device (the acquired IUH products) from BSC. This transaction was accounted for as a business combination.

The following table summarizes the finalized allocation of the purchase price based on the estimated fair values of the acquired assets and assumed liabilities as of May 12, 2020 (in thousands):


Net assets acquired:
Inventory	$	7,846
Other receivable		271
Property and equipment		999
Trade names		3,969
Customer relationships		13,466
Developed technology		30,819
Warranty liability		(16	)
Deferred tax liability		(132	)
Negative goodwill		(643	)
Purchase price	$	56,579

In May and September 2021, the Company amended the Asset Purchase Agreement with BSC to modify the delayed consideration payment and contingent consideration due as follows: (1) the timing of the delayed $15.0 million payment was deferred from May 11, 2021 to the earlier of 15 days post-IPO or November 1, 2021; (2) the timing of the $10.0 million Development Milestone payment was changed to 15 days post-IPO or, if the IPO has not been completed by November 1, 2021, upon the earlier of the closing of the Company’s first financing after November 1, 2021 or the date that the first Revenue Milestone Payment is due and it was agreed that the Development Milestone payment was achieved; and (3) the first Revenue Milestone Payment was modified from either $5.0 million if net revenue from the acquired IUH products exceeds $26.0 million in 2021 or $10.0 million if net revenue exceeds $30.0 million in 2021, to either $5.0 million if revenue from acquired IUH products in 2021 is less than $30.0 million or $10.0 million if more than $30.0 million in 2021. As a result, fair value of contingent consideration has changed by $0.8 million which was recognized in general and administrative expense in the statement of operations for the nine month period ended on September 30, 2021.

The unaudited pro forma revenue and net loss for the nine-months ended September 30, 2020 assuming the acquisition had occurred on January 1, 2019 was $31.2 million and $12.0 million respectively. The revenue for IUH products for the nine-months ended September 30, 2020 was $9.9 million.