Reverse Merger (Tables)

9 Months Ended

Sep. 30, 2020

Calculation and Allocation of Final Purchase Price

Pursuant to the Merger Agreement, 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 the closing of the Merger, 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 final allocation of the 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		1,585,482
Right to use asset		1,384,810
Intangible assets-IPR&D		2,974,000
Total identifiable assets acquired		35,050,805
Accounts payable, accrued expenses, other liabilities		(4,595,934	)
Lease liability		(945,152	)
Deferred tax liability		(381,513	)
Total liabilities assumed		(5,922,599	)
Net identifiable assets acquired		29,128,206
Bargain purchase gain (1)		(13,334,568	)
Purchase price	$	15,793,638

(1)	Due to the aforementioned purchase price adjustments subsequent to March 31, 2019, the preliminary estimate of the bargain purchase gain was adjusted from $11,729,882 and finalized for the year ended December 31, 2019 at $13,334,568.