XML 56 R22.htm IDEA: XBRL DOCUMENT v3.19.3
Reverse Merger (Tables)
9 Months Ended
Sep. 30, 2019
Reverse Merger [Abstract]  
Calculation and Allocation of Purchase Price
Pursuant to the Plan of Merger and Reorganization Agreement, as amended, Edge issued to Private PDS's stockholders a number of shares of Edge’s common stock representing approximately 70% of the outstanding shares of common stock of the combined company. The purchase price, which represents the consideration transferred to Edge’s stockholders in the Merger is calculated based on the number of shares of common stock of the combined company that Edge’s stockholders owned as of the closing of the Merger on March 15, 2019, which consists of the following:

Number of shares of the combined company to be owned by Edge security holders (1)
  
1,600,166
 
Multiplied by the price per share of Edge's common stock as of March 15, 2019
 
$
9.87
 
Purchase price (in thousands)
 
$
15,794
 

(1)
The amount includes 1,576,916 shares of Edge’s common stock outstanding as of March 15, 2019 plus 23,250 stock options of Edge that were in the money and vested immediately upon closing of the Merger. At closing, 753 of in-the-money options and 235 fractional shares paid out in cash to shareholders were not issued as common stock, resulting in 1,599,178 common shares issued.
 
The allocation of the preliminary purchase price to the net assets of Edge, based on the fair values as of March 15, 2019, is as follows:

Cash and cash equivalents
 
$
29,106,513
 
Prepaid expense and other assets (1)
  
1,716,732
 
Right to use asset
  
1,384,810
 
Intangible assets-IPR&D
  
1,223,000
 
Total identifiable assets acquired
  
33,431,055
 
Accounts payable, accrued expenses, other liabilities
  
(4,595,934
)
Lease liability
  
(945,152
)
Deferred tax liability
  
(157,000
)
Total liabilities assumed
  
(5,698,086
)
Net identifiable assets acquired
  
27,732,969
 
Bargain purchase gain
  
(11,939,331
)
Purchase price
 
$
15,793,638
 

(1)
The valuation of equipment held for sale was believed to be $0 at the date of acquisition based on recent sales interest.  Subsequent to the acquisition date, there was an offer on the equipment for a price of $275,000, as such the Company deemed this would have been the value of the equipment if this sales offer would been available at the date of acquisition.
Pro Forma Consolidated Results
The following pro forma consolidated results of net loss for the three months ended September 30, 2019 and 2018 assume the Merger was completed as of January 1, 2018:

 
 
Three Months Ended September 30,
  
Nine Months Ended September 30,
 
 
 
2019
  
2018
  
2019
  
2018
 
Pro forma operating expenses
 
$
15,964,969
  
$
5,162,697
  
$
25,171,754
  
$
39,067,927
 
Pro forma net loss
  
(16,552,729
)
  
(4,976,379
)
  
(13,621,882
)
  
(39,799,838
)
Pro forma basic and diluted net loss per share
 
$
(3.15
)
 
$
(1.01
)
 
$
(2.88
)
 
$
(8.28
)