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ACQUISITION, TECHNOLOGY AND OTHER ASSETS
9 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Technology And Other Intangible Assets [Abstract]    
Intangible Assets Disclosure [Text Block]
4.
TECHNOLOGY AND OTHER ASSETS
 
The schedule below reflects the intangible assets acquired in the IMT acquisition on April 21, 2016 and the asset amortization period and expense for the nine month period ended December 31, 2018 and the year ended March 31, 2018:
 
 
 
 
 
 
 
 
Expense March
 
 
Value at March
 
 
Expense Dec.
 
 
Value at Dec..
 
Intangible
 
Amortization
 
Value acquired
 
 
31, 2018
 
 
31, 2018
 
 
31, 2018
 
 
31, 2018
 
assets acquired
 
period (years)
 
$
 
 
$
 
 
$
 
 
$
 
 
$
 
Patents and exclusive License Agreement
 
9.74
 
 
1,306,031
 
 
 
134,126
 
 
 
1,045,530
 
 
 
100,567
 
 
 
944,963
 
Trademark
 
Indefinite
 
 
2,505,907
 
 
 
-
 
 
 
2,505,907
 
 
 
-
 
 
 
2,505,907
 
Customer relationships
 
10
 
 
1,431,680
 
 
 
143,206
 
 
 
1,153,543
 
 
 
107,376
 
 
 
1,046,167
 
Non-compete agreement
 
2
 
 
61,366
 
 
 
30,709
 
 
 
1,739
 
 
 
1,739
 
 
 
-
 
Assembled Workforce
 
1
 
 
275,720
 
 
 
15,864
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
 
 
 
5,580,704
 
 
 
323,905
 
 
 
4,706,719
 
 
 
209,682
 
 
 
4,497,037
 
 
Amortization for the nine months ended December 31, 2018 was $209,682 (December 31, 2017 - $246,920).
Amortization for three months ended December 31, 2018 was $69,314 (December 31, 2017 - $76,985).
4.
ACQUISITION
 
On April 21, 2016, the Company acquired 100% of the common and preferred shares of IMT, through a transaction where Bionik Mergerco merged with and into IMT, with IMT surviving the merger as a wholly owned subsidiary of Bionik. Bionik issued an aggregate of 157,667 shares of Company Common Stock in exchange for all shares of IMT Common Stock and IMT Preferred Stock outstanding immediately prior to April 21, 2016. All shares have been issued at March 31, 2017.
 
Bionik also assumed each of the 3,895,000 options to acquire IMT Common Stock granted under IMT’s equity incentive plan or otherwise issued by IMT. These options were exchanged for purchase of an aggregate of 20,000 options of Company Common Stock, of which 6,667 options have an exercise price of $37.50 per share, 6,667 options have an exercise price of $142.50 per share and 6,666 options have an exercise price of $157.50 per share. Stock compensation expense on vested options of $2,582,890 was recorded on the options exchanged and this amount is included in the acquisition equation.
 
As a result of the acquisition of IMT, the Company acquired assets including three licensed patents, two license agreements, three FDA listed products, a FDA inspected manufacturing facility, extensive clinical and sales data, and international distributors. The Company retained an independent valuator to determine the purchase price allocation, which reflects the allocation of assets and goodwill.
 
The following sets forth the purchase price allocation based on management’s best estimates of fair value, including a summary of major classes of consideration transferred and the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
 
  
As
 
  
at April 21,
 
  
2016
 
  
$
 
Fair value of 23,650,000 shares of common stock (a)  23,177,000 
Fair value of vested stock options (b)  2,582,890 
Allocation of purchase price:
  25,759,890 
Cash and cash equivalents  266,635 
Accounts receivable  6,490 
Inventories  188,879 
Prepaid expenses and other current assets  16,839 
Equipment  59,749 
Liabilities assumed:
    
Accounts payable  (241,299)
Accrued liabilities  (361,029)
Customer deposits  (86,487)
Demand notes payable  (324,894)
Promissory notes payable  (217,808)
Bionik advance (d)  (1,436,164)
Net assets acquired  (2,129,089)
Patents and exclusive License Agreement  1,306,031 
Trademark  2,505,907 
Customer relationships  1,431,680 
Non compete agreement  61,366 
Assembled Workforce  275,720 
Goodwill  22,308,275 
   25,759,890 
 
(a)The fair value of common stock was based on $147.00 per share, which was the closing market price of the Company’s common stock on April 21, 2016.
 
(b)The fair value of the vested stock options was determined using the Black Scholes option pricing model with the following key assumptions: a risk free rate of 1.59%, dividend and forfeiture rates of 0% and expected volatility of 114% which is consistent with the Company’s assumptions (Note 11).
 
(c)Pro forma information has not been presented for IMT as these operations have been consolidated for all days in the year ended March 31, 2017 except 20 days from April 20, 2016. These 20 days are not considered material.
 
(d)Included in the net assets acquired was a loan issued to IMT in the amount of $300,000 under normal commercial terms. The loan carried an interest rate of 6% and were secured by all the assets of IMT subject to a $200,000 subordination to a third party financial services company, which was released in April 2016.
 
(e)The schedule below reflects the intangible assets acquired in the IMT acquisition and the assets amortization period and expense for the year ended March 31, 2018:
 
Intangible assets acquired
 
Amortization
period (years)
  
Value
 acquired
  
Expense
March 31, 2017
  
Value at
March 31, 2017
  
Expense
March 31, 2018
  
Value at
March 31, 2018
 
     
$
  
$
  
$
  
$
  
$
 
Patents and exclusive Licence Agreement  9.74 years   1,306,031   126,375   1,179,656   134,126   1,045,530 
Trademark  Indefinite   2,505,907   -   2,505,907   -   2,505,907 
Customer relationships  10   1,431,680   134,931   1,296,749   143,206   1,153,543 
Non compete agreement  2   61,366   28,918   32,448   30,709   1,739 
Assembled workforce  1   275,720   259,856   15,864   15,864   - 
       
5,580,704
   
550,080
   
5,030,624
   
323,905
   
4,706,719