Annual report pursuant to Section 13 and 15(d)

Acquisition of Pelican Therapeutics (Tables)

v3.19.1
Acquisition of Pelican Therapeutics (Tables)
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Schedule of Assets Acquired and Liabilities Assumed in Acquisition

The purchase price has been allocated to the assets and liabilities as follows: 


Aggregate consideration:

 

 

 

Cash consideration

 

$

500,000

 

Stock consideration

 

$

1,052,000

 

Contingent consideration

 

$

2,385,000

 

Total Consideration

 

$

3,937,000

 

 

 

 

 

 

Purchase price allocation:

 

 

 

 

Cash acquired

 

$

31,199

 

In-process R&D

 

$

5,866,000

 

Goodwill

 

$

2,189,338

 

Deferred tax liability

 

$

(2,111,760

)

Net liabilities assumed

 

$

(1,102,777

)

Fair value of non-controlling interest

 

$

(935,000

)

Total purchase price

 

$

3,937,000

 

Schedule of Pro Forma Financial Information for Acquisition

The following unaudited pro forma information presents the combined results of operations for the year ended December 31, 2017, as if we had completed the Pelican acquisition at the beginning of fiscal 2017. The pro forma financial information is provided for comparative purposes only for the year ended December 31, 2017 and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period.



(in millions except per share value)

 

 

December 31, 2017

 

 

 

 

(unaudited)

 

Grant and licensing revenue

 

 

$

1.5

 

Net loss

 

 

 

(12.8

)

Net loss: Non-controlling interest

 

 

 

(0.6

)

Net loss attributable to Heat Biologics, Inc.

 

 

$

(12.2

)

 

 

 

 

 

 

Net loss per share attributable to Heat Biologics, Inc.—basic and diluted

 

 

$

(3.16

)