Acquisitions | 4. Acquisitions Plasma 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 $ 1.86 (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 $ 1.86 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. 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 $ 1.86 (the volume weighted average price for the ten trading days ending on March 31, 2022). We have classified the deferred consideration in the consolidated 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. We recorded provisional estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition during the second quarter of 2022, resulting in goodwill of $ 10.1 million. The determination of fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. As of December 31, 2022, we have made the following changes, based on information as of the acquisition date, to the provisional purchase price allocation previously disclosed in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 in Form 10-Q: • We have increased intangibles by $ 5.9 million. • We have reduced goodwill by $ 2.7 million. • We recognized a deferred tax liability of $ 3.2 million. The following table presents the provisional purchase price allocation as of December 31, 2022: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) 1,698,926 $ 16,989,246 Net assets of PAL: Cash and cash equivalents $ 13,822 Other assets 36,104 Intangibles 12,600,000 Deferred tax liability ( 3,150,000 ) Goodwill 7,489,320 $ 16,989,246 (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 $ 1.60 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the 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 $ 1.60 . We recognized the full amount in additional paid in capital in the consolidated statements of changes in stockholders' equity. Acquired intangible assets totaling $ 12.6 million relate to a developed technology intangible asset. The significant estimates and assumptions used by the Company in the determination of the fair value of the acquired developed technology intangible asset includes the revenue growth rate and the discount rate. The goodwill resulting from the transaction is attributable to assembled workforce, synergies, technical know-how and expertise. The estimated fair value of acquired assets and liabilities was measured as at the acquisition date based on a valuation report provided by a third-party valuation expert. The preliminary purchase price allocation is subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. Revenue and net losses from the PAL acquisition since the acquisition date included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 were $ Nil and $ 1 million respectively. Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Plasma acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had PAL been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding PAL PAL Total META PAL Total Revenue $ 10,200,167 $ — $ 10,200,167 $ 4,082,517 $ — $ 4,082,517 Loss from operations ( 81,818,759 ) ( 567,475 ) ( 82,386,234 ) ( 38,057,838 ) ( 16,822 ) ( 38,074,660 ) Net loss ( 78,147,504 ) ( 76,271 ) ( 78,223,775 ) ( 90,997,261 ) ( 16,822 ) ( 91,014,083 ) Add back: acquisition cost 264,883 16,663 281,546 — — — Deduct: additional depreciation and amortization — ( 1,178,859 ) ( 1,178,859 ) — ( 1,178,859 ) ( 1,178,859 ) Adjusted net loss $ ( 77,882,621 ) $ ( 1,238,467 ) $ ( 79,121,087 ) $ ( 90,997,261 ) $ ( 1,195,681 ) $ ( 92,192,942 ) Acquisition cost includes legal, accounting, and other professional fees related to the Plasma acquisition. 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: • Cash payment of $ 3,500,000 . • 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. • 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. The transaction was structured as a tax-free re-organization pursuant to Internal Revenue Code Section 368(a)(1)(c). Accordingly, the tax basis of net assets acquired retain their carryover tax basis and holding period. We recorded provisional estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition during the second quarter of 2022, resulting in goodwill of $ 32.2 million. The determination of fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. As of December 31, 2022, we have made the following changes, based on information as of the acquisition date, to the provisional purchase price allocation previously disclosed in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 in Form 10-Q: • We have increased intangibles by $ 1.8 million • We have increased goodwill by $ 3.1 million • We recognized a deferred tax liability of $ 4.9 million. The following table presents the revised purchase price allocation: 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 23,300,000 Deferred tax liability ( 4,893,000 ) Goodwill 35,226,267 $ 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 December 31, 2022 , we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the 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; We applied the requirements of ASU 2022-03 in measuring the share consideration transferred. Deferred Consideration Based on the terms of the agreement outlined above and our consideration of ASC 805, we have classified the deferred consideration in the consolidated 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. Acquired intangible assets totaling $ 23.3 million relate to a developed technology intangible asset. The significant estimates and assumptions used by the Company in the determination of the fair value of the acquired developed technology intangible asset includes the revenue growth rate and the discount rate. The goodwill resulting from the transaction is attributable to assembled workforce, synergies, technical know-how and expertise. The preliminary purchase price allocation is subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The estimated fair value of acquired assets and liabilities has been measured as at the acquisition date based on a valuation report provided by a third-party valuation expert. Revenue and net losses from the Optodot acquisition since the acquisition date included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 were $ 0.9 million and $ nil respectively. Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Optodot acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had Optodot been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding Optodot Optodot Total META Optodot Total Revenue $ 10,120,865 $ 121,174 $ 10,242,038 $ 4,082,517 $ 127,090 $ 4,209,607 Loss from operations ( 80,158,252 ) ( 2,816,441 ) ( 82,974,694 ) ( 38,057,838 ) ( 3,475,074 ) ( 41,532,912 ) Net loss ( 76,075,095 ) ( 2,731,989 ) ( 78,807,085 ) ( 90,997,261 ) 4,652,718 ( 86,344,543 ) Add back: acquisition cost 700,404 97,712 798,116 — — — Deduct: additional depreciation and amortization — ( 2,330,000 ) ( 2,330,000 ) — ( 2,330,000 ) ( 2,330,000 ) Adjusted net loss $ ( 75,374,692 ) $ ( 4,964,277 ) $ ( 80,338,969 ) $ ( 90,997,261 ) $ 2,322,718 $ ( 88,674,543 ) Acquisition cost includes legal, accounting, and other professional fees related to the Optodot acquisition. Torchlight RTO As discussed in note 1, on June 28, 2021, we completed the acquisition of Torchlight Energy Resources, Inc. June 28, 2021. 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. During the year ended December 31, 2022, we 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. The following table summarizes the allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Fair value of deemed issuance of MMI’s stock – Common Stock $ 82,814 Fair value of deemed issuance of MMI’s stock – Additional paid in capital 357,206,830 Fair value of Torchlight’s outstanding warrants – Additional paid in capital 2,773,778 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,461,410 Effective settlement of notes payable by MMI to Torchlight ( 11,322,637 ) $ 358,138,773 Net assets (liabilities) of Torchlight: Cash and cash equivalents $ 143,381,229 Other assets 3,906,290 Oil and natural gas properties 72,600,000 Preferred stock liability ( 72,600,000 ) Accounts payable ( 2,496,510 ) Other liabilities ( 21,937 ) Goodwill 213,369,701 $ 358,138,773 As of December 31, 2021, the acquired oil and natural gas properties were classified as assets held for sale. We estimated the fair value of the O&G assets by obtaining a valuation study performed by a third party valuation firm. The valuation concluded an implied enterprise value as of December 31, 2021 to be between $ 55.1 million and $ 109.0 million. We recorded the fair value of the Orogrande Project property at $ 72.0 million and the fair value of the Hazel Project property at $ 3.5 million, totaling a value of $ 75.5 million. The deconsolidation of Next Bridge resulted in the disposition of the O&G assets and the extinguishment of the Preferred stock liability. See note 5. Nanotech acquisition On August 5, 2021, we announced the signing of a definitive agreement to acquire Nanotech Security Corp. (“Nanotech”). On October 5, 2021 , a wholly-owned subsidiary of META purchased 100 % of Nanotech’s common stock 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, including the repurchase and cancellation of 303,391 Nanotech restricted share units ("RSU") at a purchase price of CA$ 1.25 per RSU and the settlement of 4,359,000 Nanotech in-the-money stock options at a purchase price equal to CA$ 1.25 per option, less the exercise price thereof. The consideration payable to securityholders under the arrangement was payable in cash, resulting in a total purchase price of $ 72.1 million. The acquisition was accounted for as a business combination in accordance with ASC 805. We finalized the purchase accounting for this acquisition during the post-acquisition annual measurement period in accordance with ASC 805. The impact of finalization of the purchase accounting associated with this acquisition was not material to the accompanying consolidated financial statements for the years ended December 31, 2022 and 2021. The following table summarizes the allocation of the revised purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Consideration paid to acquire Nanotech outstanding common stock $ 69,214,652 Consideration paid to repurchase Nanotech restricted stock units 300,610 Consideration paid to repurchase Nanotech stock options 2,612,035 $ 72,127,297 Net assets (liabilities) of Nanotech: Cash and cash equivalents $ 5,974,254 Accounts receivable 741,783 Trade payables ( 1,349,139 ) Prepaid expenses 271,741 Inventory 126,326 Property and equipment 14,771,456 Intangibles 25,309,847 Deferred tax liability ( 1,933,998 ) Goodwill 28,215,027 $ 72,127,297 |