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Maxim Acquisition
3 Months Ended
Mar. 31, 2019
Maxim Surgical, LLC [Member]  
Acquisition

Note 3.  Maxim Acquisition

On the Maxim Closing Date, the Company completed the Maxim Acquisition pursuant to the Maxim Purchase Agreement. (See Note 1, “Nature of Operations – Overview.”)

The Company issued 4,210,526 restricted shares of its Common Stock to the Sellers in exchange for one-hundred percent (100%) of the outstanding Maxim Interests, at an agreed-upon value of $0.76 per share of Common Stock, which was equal to the 30-day volume-weighted average price of the Common Stock as of three (3) business days prior to the Maxim Closing Date.

The Company accounted for the Maxim Acquisition as a business combination and recorded the assets acquired and liabilities assumed at their respective estimated fair values as of the Maxim Closing Date. The assets acquired and liabilities assumed were recorded as of the Maxim Closing Date at their respective fair values and consolidated with those of the Company. The reported unaudited condensed consolidated balance sheet of the Company after completion of the acquisition reflects these fair values.

The transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their estimated fair values as of the Maxim Closing Date of such acquisition. The following table summarizes the intangible assets acquired of Maxim as of the Maxim Closing Date:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

Amortization period

(years)

Intangible assets:

 

 

 

 

 

 

 

 

 

 

Non-compete agreements

 

$

61,766

 

 

$

61,766

 

 

2

510k product technology

 

 

704,380

 

 

 

704,380

 

 

Indefinite

Customer relationships

 

 

555,819

 

 

 

555,819

 

 

11

Goodwill

 

 

2,084,439

 

 

 

2,084,439

 

 

Indefinite

Total intangible assets

 

 

3,406,404

 

 

 

3,406,404

 

 

 

Less: accumulated amortization

 

 

(54,280

)

 

 

(33,925

)

 

 

Intangible assets, net

 

$

3,352,124

 

 

$

3,372,479

 

 

 

 

Amortization expense for the three months ended March 31, 2019, was $20,355. There was no amortization expense for the three months ended March 31, 2018.

The Company recorded the excess of the aggregate purchase price over the estimated fair values of the identifiable assets acquired as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to the benefits the Company expects to realize by expanding its product offerings and addressable markets, thereby contributing to an expanded revenue base. The assets and liabilities assumed in the acquisition have been included in the Company’s unaudited condensed consolidated balance sheets as of March 31, 2019. The results of Maxim operations are included in the Company’s unaudited condensed consolidated statements of operations subsequent to the Maxim Closing Date.