Acquisitions | Note 3 Acquisitions Asset Purchase Agreement with Factor Nutrition Labs, LLC: On January 22, 2015 (the Closing Date), the Company entered into an Asset Purchase Agreement (the Purchase Agreement) with Factor Nutrition Labs, LLC, a Delaware limited liability company (the Seller), Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a Principal Owner). Pursuant to the Purchase Agreement, the Company purchased all of the assets of the Sellers line of business and products called FOCUS Factor (the product plus the business related to the product is collectively referred to as the Focus Factor Business) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017. Distribution Agreement On January 22, 2015, the Company and Knight entered into a Distribution, License and Supply Agreement (the Distribution Agreement), pursuant to which the Company granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the Licensed Products) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knights election, one or more of Israel, Russia, and Sub-Saharan Africa. The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from the Company all its requirements for the Licensed Products and the Company agrees to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes. In the event of a long term inability by the Company to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, the Company to grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement runs until 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a Non-Renewal Notice). The Company agrees that in the event it issues a Non-Renewal Notice, the Company will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes. Distribution Option Agreement In connection with the Loan Agreement, the Company entered into a Product Distribution Option Agreement, dated January 22, 2015 (the Option Agreement), pursuant to which the Company granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of the Companys products, including products from the Focus Factor Business, for the territories of Canada, Russia, Sub-Saharan Africa and Israel (the Option), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will run until January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreements expiration. If Knight does not exercise the option then the Company is free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement. On December 3, 2015, we entered into an Amendment to First Amendment Agreement (the Second Amendment Agreement) with Knight pursuant to which we agreed to grant distribution rights to Knight for Breakthroughs products. To satisfy this obligation, on December 3, 2015, we also entered into an Amendment and Confirmation Agreement (the Confirmation Agreement) with Knight, Nomad and Breakthrough to amend the Distribution, License and Supply Agreement dated January 22, 2015 (the Distribution Agreement) between us and Knight to grant to Knight an exclusive license to commercialize any and all Nomad and Breakthrough products and appoint Knight as the exclusive distributor to offer and sell those products in Canada, Israel, Romania, Russia and each of the countries within Sub-Saharan Africa, which is the new Territory under the Distribution Agreement, as amended. Pursuant to the Second Amendment Agreement, Nomad will buy all Flat Tummy Tea products within the Territory for direct to consumer sales exclusively from Knight and/or its affiliates at cost of goods plus 60% of gross sales. The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the managements estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on January 22, 2015. The Company expects the purchase price allocations for the acquisition of Focus Factor Business to be completed by the filing of first quarter 2016 statements. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Accounts Receivable $ 2,733,167 Inventory 67,113 Intellectual Property 1,000,000 Non-compete provision 50,000 Non-solicitation provision 50,000 Intangible assets-Customer relationships 1,941,030 Goodwill 2,071,517 Liabilities Accounts Payable (971,381 ) Accrued Expenses (941,446 ) $ 6,000,000 The Customer relationships, the non-compete and the non-solicitation provisions will be amortized over their estimated useful lives of 5 years. During the year ended December 31, 2015, the Company charged to operations amortization expense of $384,720. The purchase price allocated to the acquisition of the assets of Factor Nutrition Labs, LLC is made up as follows: Amount Cash payment made on January 22, 2015 $ 4,500,000 Cash payment to be made on January 20, 2016 750,000 Cash payment to be made on January 20, 2017 750,000 Total $ 6,000,000 Pro forma Results of Operations. The historical operating results of the Focus Factor Business prior to its acquisition date have not been included in the Companys historical consolidated operating results. Pro forma results of operations data (unaudited) for the years ended December 31, 2014 and 2013, as if the acquisition had occurred on January 1, 2013, are as follows: December 31, 2014 2013 Revenue $ 12,695,295 $ 10,629,171 Net (loss) income (183,471 ) 932,209 Pro forma revenue amount above does not include adjustment/reductions relating to certain discounts, coupons and placement fees and is presented gross. The amounts of revenue and net income of the FOCUS Factor Business since the acquisition date included in the consolidated statement of operations for the year ended December 31, 2015 are approximately $10,482,367 and $1,216,928, respectively. Asset Purchase Agreement with Knight Therapeutics Inc.: On June 26, 2015 (the Closing Date), Neuragen Corp., a Delaware corporation (Neuragen) and our wholly owned subsidiary, entered into an Asset Purchase Agreement (the Purchase Agreement) with Knight Therapeutics Inc., a Canadian corporation (Knight Canada). Pursuant to the Purchase Agreement, Neuragen purchased the U.S. rights related to an innovative OTC product that helps relieve pain caused by diabetic nerve damage (the Purchased Assets) for an aggregate purchase price of $1.2 million, with (i) $250,000 paid on the Closing Date, (ii) $250,000 to be paid on or before June 30, 2016, (iii) $700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $12,500 or 5% of U.S. net sales, and (iv) 2% of U.S. net sales of Neuragen for 60 months thereafter. The payment of such amounts is secured by a security interest in certain assets, undertakings and property (Collateral) pursuant to the Security Agreement, which will be released upon receipt of total payments of $1.2 million (collectively, Total Consideration). The Company has recorded present value of future payments of $515,854 as of December 31, 2015. The Company has recorded interest expense of $37,372 for the year ended December 31, 2015. Security Agreement On the Closing Date, Neuragen entered into a Security Agreement with Knight Canada, pursuant to which Neuragen granted a lien and security interest to Knight Canada in Collateral in connection with the Purchase Agreement. The Security Agreement was made to secure the payment of all indebtedness, obligations and liabilities of Neuragen of the Purchase Agreement, including all expenses and charges, legal or otherwise, suffered or incurred by Knight Canada in collecting or enforcing such indebtedness of the Purchase Agreement. The Security Agreement includes customary events of default, including but not limited to: payment defaults; Neuragen becoming insolvent or entering into bankruptcy; or if any contemplated security ceases to be a valid and perfected first-priority security interest that is not remedied within fifteen business days by Neuragen. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the outstanding Total Consideration will bear a default interest rate of an additional 10% per annum. The acquisition was treated as an acquisition of assets as the transaction involved the acquisition of a brand and a license agreement. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on June 26, 2015. The Company expects the purchase price allocations for the asset acquisition to be completed by the filing of second quarter 2016 statements. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Accounts Receivable $ 58,054 Inventory 204,925 Intangible property 100,000 License agreement 606,553 Liabilities Accounts Payable (51,795 ) Accrued Expenses (148,520 ) $ 769,217 The intangible property and license agreement will be amortized over their estimated useful lives of 5 years. During the year ended December 31, 2015, the Company charged to operations amortization expense of $70,655. Contribution Agreement with Hand MD Corp.: On August 18, 2015 (the Closing Date), we entered into a Contribution Agreement with Hand MD Corp., a Delaware corporation, whereby we contributed to Hand MD Corp. 2,142,857 shares of our common stock in exchange for 50% of Hand MD Corp.s outstanding capital securities valued at $0.70 per share. Simultaneously, Hand MD, LLC, a California limited liability company, entered into a Contribution Agreement with Hand MD Corp., the principal owners of Hand MD, LLC, and us whereby Hand MD LLC contributed to Hand MD Corp. all of its right, title and interest in its intellectual property associated with skincare, nail care and nail polish products (the Hand MD Business) in exchange for the other 50% of Hand MD Corp.s outstanding capital securities. In the Contribution Agreement among Hand MD Corp., Hand MD, LLC, the principal owners of Hand MD, LLC and us, Hand MD, LLC and its principal owners agreed to not compete or solicit customers or employees for five years. As part of the transaction, we also purchased from Hand MD Corp. all inventory related to the Hand MD Business for approximately $106,000. The Company has recorded 50% of the present value of future royalty payments of $258,897 as of December 31, 2015. We also entered into a license agreement with Hand MD Corp. on August 18, 2015, whereby we acquired the exclusive worldwide license to commercialize Hand MD Corp. skincare products and all improvements thereto. The license runs in perpetuity unless earlier terminated. We will pay Hand MD Corp. a royalty of 5% of the net sales price of product sold, transferred or otherwise disposed of by us, as well as 5% of any amount we receive from sublicensees, subject to a minimum royalty of $250,000 in the second year of the license and $500,000 in the third year of the license, after which the minimum royalty terminates. We are solely responsible for any regulatory and intellectual property filings, including those necessary to maintain regulatory approvals for the licensed products. Either we or Hand MD Corp. can terminate the agreement in the event of bankruptcy or insolvency of the other party, or the uncured material breach of the agreement by the other party. Upon termination we would be entitled to sell any inventory of licensed product in the normal course of business and consistent with sales of licensed product during the term of the agreement. The Contribution Agreements and the License Agreement contain customary representations and warranties and covenants by the respective parties. We also entered into a Consulting Agreement on August 18, 2015, with Kara Harshbarger, the co-founder of Hand MD, LLC, pursuant to which she will provide marketing and sales related services. We will pay Ms. Harshbarger $10,000 a month for one year unless the Consulting Agreement is terminated earlier by either party. If we terminate the Consulting Agreement without cause, we will be obligated to pay the remaining term of the Agreement. Ms. Harshbarger agreed not to compete with us in the United States in any marketing or sales of skincare, nail polish and nail care products during the term of the Consulting Agreement and for 12 months after its termination. Ms. Harshbarger also agreed not to solicit customers or employees for the same period. The acquisition was treated as an acquisition of assets as the transaction involved the acquisition of a brand and a license agreement. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on August 18, 2015. The Company expects the purchase price allocations for the asset acquisition to be completed during 2016. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Intangible property $ 100,000 License agreement 1,670,675 Liabilities - Royalty payable (258,897 ) Others (11,778 ) $ 1,500,000 The intangible property and license agreement will be amortized over their estimated useful lives of 5 years. During the year ended December 31, 2015, the Company charged to operations amortization expense of $118,045. Stock Purchase Agreement with Breakthrough Products, Inc.: On November 12, 2015 (the UrgentRx Closing Date), we entered into a Stock Purchase Agreement (the UrgentRx SPA) with Breakthrough Products, Inc., a Delaware corporation (the Company), URX ACQUISITION TRUST, a Delaware statutory trust, (the Trust), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (Eisenberg), and the other shareholders of the Company (Eisenberg and such other shareholders collectively referred to as the UrgentRx Sellers) for the purchase of all the issued and outstanding capital stock of the Company for 6,000,000 shares of our common stock (UrgentRx Equity Consideration). In addition to the UrgentRx Equity Consideration, we have agreed to pay a royalty to the Trust, for the benefit of the UrgentRx Sellers, equal to 5% of gross sales of the UrgentRx (as defined below) following the first $5,000,000 in gross sales by the UrgentRx Products, on a quarterly basis for a period of seven years from the UrgentRx Closing Date. The Company is engaged in the business of developing and selling medications for headache, heart burn, allergy attack, ache and pain, and upset stomach in the form of powders (UrgentRx). Following the UrgentRx Closing Date, we discovered certain liabilities and obligations of Breakthrough that required an adjustment to the UrgentRx Equity Consideration and the royalty payments. On December 17, 2015, we entered into a Settlement and Release Agreement (the Settlement Agreement) with the UrgentRx Sellers, the Trust, on its own behalf and as the representative of the UrgentRx Sellers, David T. Leyrer, Michael Valentino, Ron Fugate, and Randall Kaplan (collectively with Leyrer, Valentino, Fugate, the Former Directors) to resolve the post-closing liabilities. Pursuant to the terms of the Settlement Agreement, 3,000,000 shares of the Equity Consideration were returned by the Trust to us and our obligation to pay royalties to the Trust was reduced from seven years to five years. The Settlement Agreement further contained mutual releases among us, the UrgentRx Sellers, and the Former Directors, with limited exceptions. Additionally, we issued a three-year warrant to the Trust with a $5.00 per share exercise price. We may redeem the warrant at a price of $0.001 per share if our common stock is traded on the OTCBB or on a national securities exchange, and the per share closing sale price of our common stock equals or exceeds the exercise price for a period of 90 consecutive calendar days. In the event of a reorganization or reclassification of our capital stock, the merger or consolidation of our company into another entity or the sale or transfer of all or substantially all of our assets, the warrant will terminate if not exercised prior to the date of such event. The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the managements estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on November 12, 2015. The Company expects the purchase price allocations for the acquisition of UrgentRx to be completed during 2016. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Cash $ 2,298,619 Accounts Receivable (68,976 ) Inventory 234,709 Prepaid expenses 57,569 Intellectual property 100,000 Non-compete provision 50,000 Goodwill 3,253,160 Liabilities Accounts Payable (741,822 ) Accrued Expenses (2,202,848 ) $ 2,980,411 The Intellectual property will be amortized over its estimated useful live of 5 years and the non-compete provision will be amortized over its term of 3 years. During the year ended December 31, 2015, the Company charged to operations amortization expense of $4,583. The purchase price allocated to the acquisition of the assets of UrgentRx is made up as follows: Amount Stock payment $ 2,550,000 Stock warrants issued 430,411 Total $ 2,980,411 Pro forma Results of Operations. The historical operating results of the UrgentRx Business prior to its acquisition date have not been included in the Companys historical consolidated operating results. Pro forma results of operations data (unaudited) for the year ended December 31, 2014 as if the acquisition had occurred on January 1, 2014, are as follows: December 31, 2014 Revenue $ 2,722,288 Net (loss) income (10,621,330 ) The amounts of revenue and net loss of the UrgentRx Business since the acquisition date included in the consolidated statement of operations for the year ended December 31, 2015 are approximately $90,590 and $80,249, respectively. Stock Purchase Agreement with TPR Investments Pty Ltd: On November 15, 2015 (the Flat Tummy Tea Closing Date), we entered into a Stock Purchase Agreement (the Flat Tummy Tea SPA) with TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the Flat Tummy Tea Seller), Timothy Polmear and Rebecca Polmear and NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited company (NomadChoice) for the purchase of all the issued and outstanding capital stock of NomadChoice for $4,000,000 (AUD) in cash consideration (the Cash Consideration) and 3,571,428 shares of our common stock (Flat Tummy Tea Equity Consideration). In addition to the Cash Consideration and the Flat Tummy Tea Equity Consideration, we have also agreed to pay the Flat Tummy Tea Seller certain earn-out payments of up to $3,500,000 (AUD) in aggregate upon certain EBITDA thresholds are met as of June 30, 2016, as described in the Flat Tummy Tea SPA. This earn-out payment was distributed on March 4, 2016. Flat Tummy Tea is engaged in the business of developing, manufacturing, and selling herbal detox tea (Flat Tummy Tea). The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the managements estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on November 1, 2015. The Company expects the purchase price allocations for the acquisition of NomadChoice to be completed during 2016. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Cash $ 1,584,642 Other receivable 30,684 Inventory 134,212 Prepaid expenses 141,070 Fixed Assets, net 5,698 Intangible assets, Net 3,493 Blogger Database 200,000 Customer Database 500,000 Intellectual property 100,000 Non-compete provision 50,000 Goodwill 6,174,899 Liabilities Accounts Payable (77,064 ) Accrued Expenses (56,224 ) Dividends Payable (1,177,152 ) Provision for Income Tax (518,558 ) $ 7,095,700 The Blogger Database, Customer Database, Intellectual property and non-compete provision will be amortized over its estimated useful lives of 5 years. During the year ended December 31, 2015, the Company charged to operations amortization expense of $28,333. The purchase price allocated to the acquisition of the assets of NomadChoice is made up as follows: Amount Cash $ 2,848,800 Stock issued at closing 1,750,000 Earn-out payment 2,496,900 Total $ 7,095,700 Pro forma Results of Operations. The historical operating results of the Flat Tummy Tea Business prior to its acquisition date have not been included in the Companys historical consolidated operating results. Pro forma results of operations data (unaudited) for the year ended December 31, 2014 as if the acquisition had occurred on January 1, 2014, are as follows: December 31, 2014 Revenue $ 2,494,812 Net (loss) income (909,280 ) The Companys subsidiary Nomad has a fiscal year ended June 30 and the Companys fiscal year end is December 31. The above proforma information includes revenue and net income of Nomad for the year ended June 30, 2015. The amounts of revenue and net income of the Flat Tummy Tea Business since the acquisition date included in the consolidated statement of operations for the year ended December 31, 2015 are approximately $2,513,990 and $966,671 respectively. |