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Purchase of PharmAkea, Inc.
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Purchase of PharmAkea, Inc.

4. PURCHASE OF PHARMAKEA, INC.

The Purchase was principally an all-stock transaction whereby the Company exchanged 610,098 shares of its Series C-3 preferred stock, or approximately 13% of the shares of the Company subsequently outstanding, for PharmAkea. The Company was determined to be the accounting acquirer, and the Purchase of PharmAkea has been accounted for as an asset acquisition pursuant to Topic 805, Business Combinations, as the principal asset acquired was PharmAkea’s Phase 1 clinical development program of an orally delivered inhibitor of LOXL2 for the treatment of Myelofibrosis and other fibrotic indications, which the Company refers to as GB2064. At the time of the Purchase, PharmAkea had no facilities, employees, customers or assets other than the GB2064 program.

The following summarizes the purchase price of the Purchase (in thousands, except share and per share amounts):

 

Value of the shares of Series C preferred stock issued to former

   PharmAkea stockholders

 

$

15,625

 

Cash consideration to non-accredited former PharmAkea

   stockholders

 

 

216

 

Payments made and Company options issued to former

   PharmAkea executives pursuant to the terms of the

   Purchase

 

 

583

 

Transaction costs

 

 

978

 

Purchase price

 

$

17,402

 

 

The total purchase price has been allocated to the assets acquired and liabilities assumed as of December 31, 2019 as follows (in thousands):

 

Purchased in-process research and development—GB2064

 

$

16,788

 

Cash acquired

 

 

653

 

Trade liabilities assumed

 

 

(39

)

Purchase price

 

$

17,402

 

 

Purchased in-process research and development with respect to GB2064 is charged directly to expense in the consolidated statements of operations on the purchase date, December 31, 2019. The value of GB2064 consists primarily of technology associated with the drug compound that the Company plans to advance in clinical development but as of the date of the Purchase was in early stages of clinical development, had not received regulatory approval to commercialize and, thus, had no alternative future use.

The fair value of GB2064 was determined under a multi-period excess earnings method, or MPEEM, and income approach and a variation of the discounted cash flow method used to measure the fair value of intangible assets. The MPEEM fair value is a risk-adjusted assessment of the market potential of GB2064 for the treatment of Myelofibrosis, discounted using a calculated market participant weighted average cost of capital of 45%.