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Business Combination (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Fair Value of the Purchase Consideration Transferred

The fair value of the purchase consideration transferred in the AxoBio Acquisition was as follows:


Common Stock - 3,845,337 shares	$	11,270,683
Series A Convertible Voting Preferred Stock - 4,243 shares		10,382,107
Earnout		13,482,292
Deferred Consideration		8,000,000
Total estimated value of consideration transferred	$	43,135,082

Summary of Allocation of the Purchase Price

The allocation of the purchase price was as follows:


Total estimated value of consideration transferred	$	43,135,082
Cash and cash equivalents		662,997
Accounts receivable		18,296,000
Prepaid expenses		170,604
Inventories		10,600,000
Property and equipment		81,846
Intangible assets		23,260,000
Total assets		53,071,447
Accounts payable		12,767,909
Accrued interest		146,829
Other accrued expenses		1,390,278
Loan payable		1,498,000
Related party loans		5,610,000
Deferred tax liabilities		7,711,627
Net assets to be acquired		23,946,804
Goodwill	$	19,188,278

Summary of Business Combinations Unaudited Pro Froma Statements of Operations

The pro forma statements of operations do not fully reflect: (i) any anticipated synergies (or costs to achieve synergies) or (ii) the impact of non-recurring items directly related to the AxoBio Acquisition.


	For the three months ended June 30, 2023			For the six months ended June 30, 2023
Revenue included in discontinued operations in the consolidated statements of operations	$	—		$	—
Add: AxoBio revenue not reflected in the consolidated statements of operations		12,521,575			21,920,233
Unaudited pro forma revenue	$	12,521,575		$	21,920,233


Net loss from consolidated statements of operations	$	(5,308,952	)	$	(7,137,667	)
Add: AxoBio net income not reflected in the consolidated statements of
operations, less pro forma adjustments described below (1)		(953,566	)		(3,457,472	)
Unaudited pro forma net loss	$	(6,262,518	)	$	(10,595,139	)

(1)

An adjustment to reflect amortization of $598,458 and $1,196,916 for three and the six months ended June 30, 2023, respectively, that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2023. The adjustment also reflects additional costs of goods sold of $2,037,582 and $4,075,164 for the three and six months ended June 30, 2023, respectively, that would have been charged assuming the fair value step up to inventories had been applied on January 1, 2023.