Acquisitions and Preferred Stock Liability | 3. Acquisitions and preferred stock liability Torchlight RTO On June 28, 2021, we and our subsidiaries, Canco and Callco, completed an arrangement agreement where we acquired all of the outstanding common stock of MMI and the former shareholders of MMI acquired approximately 70 % of our Common Stock. Accordingly, the former shareholders of MMI, as a group, retained control of the Company, and while the Company was the legal acquirer of MMI, MMI was deemed to be the acquirer for accounting purposes. Pursuant to ASC 805 Business Combinations , the transaction was accounted for as a reverse acquisition. Consideration transferred was measured to be $ 358 million and the difference between the consideration transferred and fair value of net assets resulted in the recognition of goodwill of $ 213 million. We have finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method. There were no further changes to the purchase price allocation, as disclosed in the audited consolidated financial statements and notes for the years ended December 31, 2021 and 2020. Nanotech acquisition On October 5, 2021 , our wholly-owned subsidiary, 1315115 BC Ltd., purchased 100 % of the common stock of Nanotech Security Corp. ("Nanotech") at CA$ 1.25 per share. In addition, the transaction price included the settlement of certain Nanotech share awards outstanding immediately prior to the closing of the agreement. The consideration paid to the shareholders under the agreement resulted in a total purchase price of $ 72.1 million and the difference between the consideration paid and fair value of net assets resulted in the recognition of goodwill of $ 27.1 million. We believe that information gathered to date provides a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, however we are waiting for additional information necessary to finalize these fair values including assessment of any tax assets and liabilities and tax position in different jurisdictions. Therefore, the provisional measurements of fair value are subject to change. We expect to complete the purchase price allocations as soon as practicable but no later than one year from the acquisition date. Plasma App Ltd acquisition On April 1, 2022 , we completed the purchase of 100 % of the issued and outstanding shares of Plasma App Ltd. ("PAL"). PAL is the developer of PLASMAfusion, a proprietary manufacturing platform technology, which enables high speed coating of any solid material on any type of substrate. PAL’s team is located at the Rutherford Appleton Laboratories in Oxford, UK. At closing, we issued to PAL's shareholders an aggregate of 9,677,419 shares of our common stock, representing a number of shares of common stock equal to $ 18,000,000 divided by $ 1.9 (the volume weighted average price for the ten trading days ending on March 31, 2022) with an additional deferral of common stock equal to $ 2,000,000 divided by $ 1.9 to be issued subject to satisfaction of certain claims and warranties. The acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. Under ASC 805, the consideration transferred is allocated based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations, the allocation of the intangibles and goodwill and tax effects related to the acquisition. Therefore, the provisional measurements of fair value are subject to change. We expect to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. During the three months ended September 30, 2022, there were no changes to provisional amounts previously determined. Deferred Consideration We are obligated to issue to PAL shareholders an aggregate of 1,075,268 shares of our common stock on October 1, 2023, subject to reductions arising from general and specific claims and warranties that might arise of more than $ 20,000 and less than or equal to $ 2,000,000 . The number of shares were calculated as $ 2,000,000 divided by $ 1.9 (the volume weighted average price for the ten trading days ending on March 31, 2022). We have classified the deferred consideration in the statement of changes in stockholders’ equity since the number of shares to be issued is contractually specified in the agreement and is not contingent on a future event or condition being met. The preliminary allocation of consideration paid for the PAL acquisition is summarized as follows: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) $ 1,698,925 $ 16,989,245 Net assets of Plasma App Ltd.: Cash and cash equivalents $ 13,822 Other assets 36,103 Intangibles 6,775,728 Goodwill 10,163,592 $ 16,989,245 (1) The fair value of the common stock issued or to be issued was determined by multiplying 9,677,419 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.6 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The estimated fair value of the deferred consideration on acquisition date was determined by multiplying 1,075,268 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.6 . We recognized the full amount in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. Losses from the PAL acquisition since the acquisition date included in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months and nine months ended September 30, 2022 were $ 0.3 million and $ 0.4 million, respectively. Transaction costs associated with the PAL Acquisition of $ 0.4 million were recognized in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months ended September 30, 2022. Had the business combination occurred on January 1, 2021, the impact for the three months ended September 30, 2022 would have been an increase to revenue by $ Nil and a decrease in loss by $ Nil (2021 – increase to revenue by $ 118,122 and a decrease to loss by $ 44,953 ). Had the business combination occurred on January 1, 2021, the impact for the nine months ended September 30, 2022 would have been an increase to revenue by $ Nil and a decrease in loss by $ 259,641 (2021 – increase to revenue by $ 183,795 and a decrease to loss by $ 32,091 ). Optodot acquisition On June 22, 2022 , we completed an asset purchase agreement with Optodot Corporation ("Optodot"), a developer of advanced materials technologies, to acquire certain assets related to patents and intellectual property for the battery and other industries. Consideration transferred consisted of the following: 1. Cash payment of $ 3,500,000 . 2. Unrestricted common stock equal to $ 37,500,000 divided by the daily volume weighted average trading price per share of our common stock on the Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. 3. Restricted common stock equal to $ 7,500,000 divided by the daily volume weighted average trading price per share of our Common Stock on the Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. The restricted stock is subject to certain vesting milestones as set forth in the Purchase Agreement and outlined below. The acquisition was accounted for as a business combination in accordance with ASC 805, “Business Combinations”. Under ASC 805, the consideration transferred is allocated based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations, the allocation of the intangibles and goodwill and tax effects related to the acquisition. Therefore, the provisional measurements of fair value are subject to change. We expect to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. During the three months ended September 30, 2022, there were no changes to provisional amounts previously determined. The preliminary allocation of consideration paid for the Optodot acquisition is summarized as follows: Amount Fair value of unrestricted common stock issued or to be issued (1) $ 41,791,115 Fair value of restricted common stock issued (2) 8,342,152 Cash consideration 3,500,000 Total consideration $ 53,633,267 Net assets of Optodot: Intangibles 21,453,306 Goodwill 32,179,961 $ 53,633,267 (1) The fair value of the unrestricted common stock issued or to be issued was determined by multiplying 22,348,190 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . We have issued 22,305,221 shares on the closing date of June 22, 2022 and 42,969 shares are yet to be issued. As of September 30, 2022, we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The fair value of the restricted common stock issued was determined by multiplying 4,461,044 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . The restricted common stock is subject to vesting as follows: a) Two thirds or 2,974,029 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 5,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2023 and (B) June 22, 2023; b) One third or 1,487,015 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 10,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2024 and (B) June 22, 2024; Deferred Consideration Based on terms of the agreement outlined above and our consideration of ASC 805, we have classified the deferred consideration in the statement of changes in stockholders’ equity since the restricted shares have been already issued and the restriction will be removed at the end of the period specified. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations and the allocation of the intangibles and goodwill. Accordingly, the preliminary values reflected in the table are subject to change. These changes will primarily relate to the fair value assigned to intangible assets acquired, goodwill determination and tax effects related to the acquisition. Losses from the Optodot acquisition since the acquisition date included in the condensed consolidated interim statements of operations and comprehensive loss for the period ended September 30, 2022 were $ 0.03 million. Transaction costs associated with the Optodot acquisition of $ 0.6 million were recognized in the c ondensed consolidated interim statements of operations and comprehensive los s for the nine months ended September 30, 2022. Had the business combination occurred on January 1, 2021, the impact for the three months ended September 30, 2022 would have been an increase to revenue by $ Nil and an increase in loss by $ Nil (2021 – an increase to revenue by $ Nil and an increase to loss by $ 469,090 ). Had the business combination occurred on January 1, 2021, the impact for the nine months ended September 30, 2022 would have been an increase to revenue by $ 41,871 and an increase in loss by $ 772,395 (2021 – an increase to revenue by $ 121,530 and an increase to loss by $ 1,393,035 ). |