Business Combination Disclosure [Text Block] | 2. The Pediatric Portfolio On October 10, 2019, November 1, 2019. four $4.5 980,000 not $2.7 $0.8 $3.5 In addition, the Company assumed Cerecor obligations due to an investor that include fixed and variable payments aggregating to $25.6 $0.1 November 2019 January 2021 $15.0 January 2021. 15% $0.1 January 2020, one $0.2 $9.5 February 12, 2026. June 2020, $15.0 January 2021 Further, certain of the products in the Pediatric Portfolio require royalty payments ranging from 12% 15% $2.1 not While no 805. The following table summarized the fair value of assets acquired and liabilities assumed at the date of acquisition. As of November 1, 2019 Consideration Cash and cash equivalents $ 4,500,000 Fair value of Series G Convertible Preferred Stock Total shares issued 9,805,845 Estimated fair value per share of Aytu common stock $ 0.567 Estimated fair value of equity consideration transferred 5,559,914 Total consideration transferred $ 10,059,914 Recognized amounts of identifiable assets acquired and liabilities assumed Inventory $ 459,123 Prepaid assets 1,743,555 Other current assets 2,525,886 Intangible assets - product marketing rights 22,700,000 Accrued liabilities (300,000 ) Accrued product program liabilities (6,683,932 ) Assumed fixed payment obligations $ (29,837,853 ) Total identifiable net assets (9,393,221 ) Goodwill $ 19,453,135 The fair values of intangible assets, including product technology rights were determined using variations of the income approach. Varying discount rates were also applied to the projected net cash flows. The Company believes the assumptions are representative of those a market participant would use in estimating fair value. The fair value of the net identifiable asset acquired was determined to be $22.7 ten Innovus Merger (Consumer Health Portfolio) On February 14, 2020, February 13, 2020 ( 380,000 $16.0 200,000 February 26, 2020 March 10, 2020. 100% On March 31, 2020, first 120,000 $2.0 $24 December 31, 2019. $0.3 three March 31, 2020. March 20, 2021, 103,000 one two $1.0 2020 $30.0 2020 $0.4 three March 31, 2021. $1.0 2020 not In addition, as part of the Innovus Merger, the Company assumed approximately $3.1 $0.8 $3.1 $2.2 180,000 February 14, 2020. $41,000 March 31, 2021 The following table summarized the fair value of assets acquired and liabilities assumed at the date of acquisition. These estimates are preliminary, pending final evaluation of certain assets and liabilities, and therefore, are subject to revisions that may As of February 14, 2020 Consideration Fair Value of Aytu Common Stock Total shares issued at close 3,810,393 Estimated fair value per share of Aytu common stock $ 0.756 Estimated fair value of equity consideration transferred $ 2,880,581 Fair value of Series H Convertible Preferred Stock Total shares issued 1,997,736 Estimated fair value per share of Aytu common stock $ 0.756 Estimated fair value of equity consideration transferred $ 1,510,288 Fair value of former Innovus warrants $ 15,315 Fair value of Contingent Value Rights 7,049,079 Forgiveness of Note Payable owed to the Company 1,350,000 Total consideration transferred $ 12,805,263 As of February 14, 2020 Total consideration transferred $ 12,805,263 Recognized amounts of identified assets acquired and liabilities assumed Cash and cash equivalents $ 390,916 Accounts receivable 278,826 Inventory 1,149,625 Prepaid expenses and other current assets 1,692,133 Other long-term assets 36,781 Right-to-use assets 328,410 Property, plant and equipment 190,393 Trademarks and patents 11,744,000 Accounts payable and accrued other expenses (7,202,309 ) Other current liabilities (629,601 ) Notes payable (3,056,361 ) Lease liability (754,822 ) Total identifiable net assets $ 4,167,991 Goodwill $ 8,637,272 The fair values of intangible assets, including product distribution rights were determined using variations of the income approach, specifically the relief-from-royalties method. It also includes customer lists using an income approach utilizing a discounted cash flow model. Varying discount rates were also applied to the projected net cash flows. The CVRs were valued using a Monte-Carlo model. The Company believes the assumptions are representative of those a market participant would use in estimating fair value (see Note 9 The fair value of the net identifiable assets acquired was determined to be $11.7 1.5 10 Neos Merger (ADHD Portfolio) On March 19, 2021, March 18, 2021 March 18, 2021. 5,472,000 100% $2.8 $0.1 The following table summarized the preliminary fair value of assets acquired and liabilities assumed at the date of acquisition. These estimates are preliminary, pending final evaluation of certain assets and liabilities, and therefore, are subject to revisions that may As of March 19, 2021 Considerations: Fair Value of Aytu Common Stock Total shares issued at close 5,471,804 Estimated fair value per share of Aytu common stock $ 9.73 Estimated fair value of equity consideration transferred $ 53,240,653 Cash 15,383,104 Estimated fair value of replacement equity awards 432,289 Total consideration transferred $ 69,056,046 As of March 19, 2021 Total consideration transferred $ 69,056,046 Recognized amounts of identified assets acquired and liabilities assumed Cash and cash equivalents $ 15,721,797 Accounts receivable 24,695,527 Inventory 10,984,055 Prepaid expenses and other current assets 2,929,457 Operating leases right-to-use assets 3,515,141 Property, plant and equipment 5,518,801 Intangible assets 56,530,000 Other long-term assets 148,931 Accounts payable and accrued expenses (56,718,159 ) Short-term line of credit (10,707,115 ) Long-term debt, including current portion (17,677,954 ) Operating lease liabilities (3,515,141 ) Other long-term liabilities (81,523 ) Total identifiable net assets $ 31,343,817 Goodwill $ 37,712,229 The fair values of intangible assets were determined using variations of the cost approach, excess earnings method and the relief-from-royalties method. The fair value of Neos trade name, in-process R&D and developed product technology, which is the proprietary technology for the development of Adzenys, Cotempla and generic Tussionex, were determined using the relief from royalty method. The fair value of developed technology right, which is a proprietary modified-release drug delivery technology, was determined using multi-period excess earnings method. The fair value of RxConnect, which is a developed technology for Neos-sponsored patient support program that offers affordable and predictable copays to all commercially insured patients, was determined using cost to recreate method. The finite-lived intangible assets are being amortized over a range of between 1 18 The fair value of the identifiable intangible assets acquired were as follows: As of March 19, 2021 Identified intangible assets acquired: Developed technology right $ 30,200,000 Developed products technology 22,700,000 In-process R&D 2,600,000 RxConnect 630,000 Trade name 400,000 Total intangible assets acquired $ 56,530,000 Unaudited Pro Forma Information The following supplemental unaudited proforma financial information presents the Company's results as if the following acquisitions had occurred on July 1, 2019: ● Acquisition of the Pediatric Portfolio, effective November 1, 2019; ● Merger with Innovus, effective February 14, 2020. ● Merger with Neos, effective March 19, 2021. The unaudited pro forma results have been prepared based on estimates and assumptions, which management believes are reasonable, however, the results are not July 1, 2019, Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Actual Pro forma Actual Pro forma (Unaudited) (dd) (Unaudited) (aa) (bb) (Unaudited) (dd) (Unaudited) (cc) Total revenues, net $ 22,250,543 $ 24,824,477 $ 74,582,036 $ 83,141,373 Net (loss) $ (32,674,710 ) $ (13,800,554 ) $ (55,711,884 ) $ (31,686,745 ) Net (loss) per share (ee) $ (1.41 ) $ (3.91 ) $ (2.71 ) $ (14.01 ) (aa) For the three March 31, 2020, three March 31, 2020, three March 31, 2020. (bb) Due to the absence of discrete financial information for Innovus covering the period from January 1, 2020 February 13, 2020, not three nine March 31, 2020. (cc) Due to a lack of financial information covering the period from October 1, 2019 November 1, 2019, not nine March 31, 2020 not (dd) Neos contributed approximately $0.9 $3.9 March 20, 2021 March 31, 2021. (ee) Pro forma net loss per share calculations excluded the impact of the issuance of the (i) Series G Convertible Preferred Stock and the, (ii) Series H Convertible Preferred Stock under the assumption those shares would continue to remain non-participatory during the periods reported above. |