UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE THREE MONTHS ENDED MARCH 31, 2021
On May 7, 2021 HLTT Acquisition Corp., a special purpose vehicle wholly-owned by Healthtech Solutions, Inc. ("Healthtech"), merged into Healthtech Oncology, Inc., a special purpose vehicle formed for the purpose of the merger, which on that same date acquired 98.83% of the outstanding capital stock of Varian Biopharmaceuticals, Inc. ("Varian") through a non-statutory share exchange. As a result, Healthtech Oncology became a wholly-owned subsidiary of Healthtech, and Varian became a 98.83%-owned subsidiary of Healthtech. In exchange for their ownership of Healthtech Oncology, the shareholders of Healthtech Oncology received an aggregate of 29,649.324 shares of Series C Preferred Stock issued by Healthtech.
The unaudited combined pro forma balance sheet includes the balance sheet of Healthtech at March 31, 2021 and the balance sheet of Varian at March 31, 2021.
The unaudited combined pro forma statement of operations for the year ended December 31, 2020, which gives effect to the Merger as if it occurred on January 1, 2020, includes the statement of operations of Healthtech for the year ended December 31, 2020 and the statement of operations of Varian for the year ended December 31, 2020.
The unaudited combined pro forma statement of operations for the three month period ended March 31, 2021, which gives effect to the Merger as if it occurred on January 1, 2021, includes the statement of operations of Healthtech for the three months ended March 31, 2021 and the statement of operations of Varian for the three months ended March 31, 2021.
In the opinion of the management of HYB Holding Corp., all adjustments necessary to present fairly such unaudited pro forma financial statements have been made as described below:
| (a) | Healthtech issued 29,649.324 shares of Series C Preferred Stock. The 29,649.324 shares of Series C Preferred Stock have 4.9% of the voting power in Healthtech and, upon liquidation of Healthtech, share in 4.9% of the net assets available for liquidation. The shares of Series C Preferred Stock are also convertible, under certain circumstances, into shares of Healthtech Oncology common stock. For purposes of these pro forma financial statements, the 29,649.324 shares of Series C Preferred Stock have been valued as $7,536,945. |
The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the actual results had the merger occurred at January 1, 2020 or January 1, 2021, nor do they purport to indicate the results of future operations or financial position of the either company.
The unaudited pro forma combined financial statements should be read in connection with the historical financial statements and notes thereto of Healthtech and Varian, which are included in this filing.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
| | Healthtech Solutions, Inc. | Varian Bio-pharmaceuticals | Notes | Adjustments | Proforma Combined |
ASSETS | | |
| Current Assets: | | | | | |
| Cash | $ 6,294 | $ 1,750 | | | $ 8,047 |
| Prepaid expenses | - | - | | | - |
| Total Current Assets | 6,294 | 1,750 | | | 8,047 |
| | | | | | |
| Intangible assets net of accumulated amortization | 16,203 | - | | | 16,203 |
| Goodwill | - | - | (a) | 7,536,945 | 7,536,945 |
| Total Assets | $ 22,497 | $ 1,753 | | | $ 7,561,195 |
| | | | | | |
| LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | | |
| Current Liabilities: | | | | | |
| Accrued interest | $ 15,088 | $ - | | | $ 15,088 |
| Accounts payable | 96,559 | 416,294 | | | 512,853 |
| Loan from related party | 49,119 | 286,365 | | | 335,484 |
| Accrued expenses | - | 266,250 | | | 266,250 |
| Total Current Liabilities | 160,766 | 968,909 | | | 1,129,675 |
| | | | | | |
| Long Term Liabilities: | | | | | |
| Convertible debentures payable, net of discount of $323,909 | 357,599 | - | | | 357,599 |
| Derivative liabilities | 356,047 | - | | | 356,047 |
| | 713,646 | - | | | 713,646 |
| | | | | | |
| Total Liabilities | 874,412 | 968,909 | | | 1,843,321 |
| | | | | | |
| Stockholders' Equity (Deficit) | | | | | |
| Series A Preferred Stock, $.001 par value, 156,837 issued and outstanding | 157 | - | | | 157 |
| Series C Preferred Stock, $.001 par value, 29,649.324 issued and outstanding | - | - | (a) | 30 | 30 |
| Common Stock, $.001 par value, 9,701,269 issued and outstanding | 9,701 | 3,000 | | | 12,701 |
| Additional paid-in capital | 870,809 | (600) | (a) | 6,567,359 | 7,437,568 |
| Accumulated deficit | (1,732,582) | (969,556) | (a) | 969,556 | (1,732,582) |
| Total Stockholders' Equity (Deficit) | (851,915) | (967,156) | (a) | 7,536,945 | 5,717,874 |
| | | | | | |
| Total Liabilities and Stockholders' Equity (Deficit) | $ 22,497 | $ 1,753 | | | $ 7,561,195 |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR MONTHS ENDED DECEMBER 31, 2020
| | Healthtech Solutions, Inc. | Varian Biopharmaceuticals | Notes | Adjustments | Proforma Combined |
| Revenue | $ - | $ - | | | $ - |
| | | | | | |
| Operating Expenses: | | | | | |
| General and administrative | 115,403 | 412,150 | | | 527,553 |
| General and administrative - related party | 129,733 | - | | | 129,773 |
| Research and development | 348,773 | 181,559 | | | 530,332 |
| Research and development - related party | 77,060 | - | | | 77,060 |
| Amortization | 38,889 | - | | | 38,889 |
| Total Operating Expenses | 709,858 | 593,709 | | | 1,303,567 |
| | | | | | |
| Loss from Operations | (709,858) | (593,709) | | | (1,303,567) |
| | | | | | |
| Other Expenses (Income) | | | | | |
| Interest expense | 19,577 | - | | | 19,577 |
| Change in fair value of derivative liabilities | 2,773 | - | | | 2,773 |
| | 22,350 | - | | | 22,350 |
| | | | | | |
| Loss before provision for income tax | (732,208) | (593,709) | | | (1,325,917) |
| Provision for income tax | - | - | | | - |
| | | | | | |
| Net Loss | (732,208) | (593,709) | | | (1,325,917) |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2021
| | Healthtech Solutions, Inc. | Varian Biopharmaceuticals | Notes | Adjustments | Proforma Combined |
| Revenue | $ - | $ - | | | $ - |
| | | | | | |
| Operating Expenses: | | | | | |
| General and administrative | 78,832 | 287,494 | | | 366,326 |
| General and administrative - related party | 30,000 | - | | | 30,000 |
| Research and development | 84,948 | 67,469 | | | 152,417 |
| Research and development - related party | 18,000 | - | | | 18,000 |
| Marketing and promotion | 40,990 | - | | | 40,990 |
| Amortization | 9,722 | - | | | 9,722 |
| Total Operating Expenses | 262,493 | 354,963 | | | 617,456 |
| | | | | | |
| Loss from Operations | (262,493) | (354,963) | | | (617,456) |
| | | | | | |
| Other Expenses (Income) | | | | | |
| Interest expense | 38,600 | - | | | 38,600 |
| Change in fair value of derivative liabilities | (7,215) | - | | | (7,215) |
| | 31,385 | - | | | 31,385 |
| | | | | | |
| Loss before provision for income tax | (293,877) | (354,963) | | | (648,840) |
| Provision for income tax | - | - | | | - |
| | | | | | |
| Net Loss | $ (293,877) | $ (354,963) | | | $ (648,840) |
