Quarterly report pursuant to Section 13 or 15(d)

ASSET PURCHASE AGREEMENT WITH UPSHER-SMITH (Tables)

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ASSET PURCHASE AGREEMENT WITH UPSHER-SMITH (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
The following table summarizes the components of the purchase consideration (in thousands):

 

As consideration for acquisition of the Business and certain product-related inventories, the Company paid approximately $23.5 million in cash upfront. On the earlier of March 2024 and the completion of the transition services to be provided by USL, as described above, the Company agreed to pay an additional deferred payment of $3.0 million in cash, which is included in Accrued expenses and other current liabilities on the accompanying balance sheet. The following table summarizes the components of the purchase consideration (in thousands):

 

Preliminary purchase consideration   Amount  
Closing cash consideration   $ 22,174  
Inventory adjustment payment liability     1,348  
Deferred payment liability     3,000  
Purchase price to be allocated   $ 26,522  
The following table represents the preliminary allocation of the purchase price to the assets acquired by the Company in the USL Acquisition recognized in the Company’s consolidated balance sheets (in thousands):

The following table represents the preliminary allocation of the purchase price to the assets acquired by the Company in the USL Acquisition recognized in the Company’s consolidated balance sheets (in thousands):

 

Preliminary purchase price allocation   Amount  
Inventory   $ 13,700  
Prepaid expenses and other     1,757  
Intangible assets, net     10,100  
Goodwill     965  
Fair value of assets acquired   $ 26,522  
The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows (in thousands):

Intangible assets eligible for recognition separate from goodwill were those that satisfied either the contractual or legal criterion or the separability criterion in the accounting guidance. The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows (in thousands):

 

    Fair Value     Useful Life
(years) 		 
Developed technology - Tosymra   $ 3,400       9  
Developed technology - Zembrace     6,700       14  
Total   $ 10,100          
The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2023 and 2022 as if the USL Acquisition had occurred as of January 1, 2022 and gives effect to transactions that are directly attributable to the acquisition.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2023 and 2022 as if the USL Acquisition had occurred as of January 1, 2022 and gives effect to transactions that are directly attributable to the acquisition. These amounts are based on financial information of the acquired business and are not necessarily indicative of what the Company’s operating results would have been had the acquisition taken place on the date presented, nor is it indicative of the Company’s future operating results.

 

                         
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2023     2022     2023     2022  
Net Product Sales   $ 3,989     $ 3,635     $ 11,610     $ 7,612  
Net Loss   $ (27,072 )    $ (33,698 )    $ (91,252 )    $ (95,073 )