|
|
|
|
|
|
|
|
Delaware
|
|
|
|
(State or other jurisdiction of incorporation)
|
|
||
001-37590
|
|
|
|
45-0705648
|
(Commission File Number)
|
|
|
|
(IRS Employer Identification No.)
|
540 Gaither Road, Suite 400, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
|
||
Registrant’s Telephone Number, Including Area Code: (410) 522-8707
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 Par Value
|
CERC
|
Nasdaq Capital Market
|
|
99.1
|
|
|
|
|
|
|
|
CERECOR INC.
|
|
|
|
|
Date: December 9, 2019
|
|
|
/s/ Joseph M. Miller
|
|
|
|
Joseph M. Miller
|
|
|
|
Chief Financial Officer
|
•
|
the Company's sale of its rights title and interest in, assets relating to its Pediatric Portfolio, namely Aciphex® Sprinkle™, Cefaclor for Oral Suspension, Karbinal™ ER, Flexichamber™, Poly-Vi-Flor® and Tri-Vi-Flor™ (the "Divested Assets" or "Pediatric Portfolio"), as well as the corresponding commercial infrastructure consisting of the right to offer employment to Cerecor’s sales force and the assignment of supporting commercial contracts (collectively, the “Aytu Divestiture”) on November 1, 2019; and
|
•
|
reversal of the historical Avadel Pediatric Business (as defined below) and related pro forma adjustments previously reported within the unaudited pro forma condensed combined financial statements contained within Cerecor's Form 8-K/A filed on December 4, 2018 (the "Previous Report") because the assets acquired and liabilities assumed by the Company as part of the Avadel Pediatric Business acquisition were subsequently divested as part of the Aytu Divestiture.
|
•
|
the accompanying notes to the unaudited pro forma condensed combined financial statements;
|
•
|
the unaudited pro forma condensed combined financial statements contained within Cerecor's Form 8-K/A, which include pro forma condensed combined statement of operation for the nine months ended September 30, 2018 and the notes related thereto, filed on December 4, 2018;
|
•
|
Cerecor’s audited financial statements and related notes contained within Cerecor’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019; and
|
•
|
Cerecor’s financial statements and related notes contained within Cerecor’s Form 10-Q for the three and nine months ended September 30, 2019, filed on November 14, 2019.
|
|
|
|
|
|
|
|
|
||||||
|
|
Historical Cerecor
|
|
Aytu Divestiture Pro Forma Adjustments
|
|
|
Pro Forma Cerecor Combined
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
5,250,651
|
|
|
$
|
3,820,914
|
|
a)
|
|
$
|
9,071,565
|
|
Accounts receivable, net
|
|
4,955,771
|
|
|
—
|
|
|
|
4,955,771
|
|
|||
Other receivables
|
|
208,204
|
|
|
(208,204
|
)
|
b)
|
|
—
|
|
|||
Inventory, net
|
|
402,267
|
|
|
(376,884
|
)
|
c)
|
|
25,383
|
|
|||
Prepaid expenses and other current assets
|
|
1,670,019
|
|
|
(1,229,991
|
)
|
d)
|
|
440,028
|
|
|||
Restricted cash, current portion
|
|
102,214
|
|
|
—
|
|
|
|
102,214
|
|
|||
Total current assets
|
|
12,589,126
|
|
|
2,005,835
|
|
|
|
14,594,961
|
|
|||
Property and equipment, net
|
|
1,496,431
|
|
|
—
|
|
|
|
1,496,431
|
|
|||
Intangible assets, net
|
|
26,595,239
|
|
|
(23,834,232
|
)
|
e)
|
|
2,761,007
|
|
|||
Goodwill
|
|
16,411,123
|
|
|
(2,666,790
|
)
|
f)
|
|
13,744,333
|
|
|||
Restricted cash, net of current portion
|
|
101,945
|
|
|
—
|
|
|
|
101,945
|
|
|||
Investment in Aytu
|
|
—
|
|
|
10,000,000
|
|
g)
|
|
10,000,000
|
|
|||
Total assets
|
|
$
|
57,193,864
|
|
|
$
|
(14,495,187
|
)
|
|
|
$
|
42,698,677
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
826,472
|
|
|
$
|
—
|
|
|
|
$
|
826,472
|
|
Accrued expenses and other current liabilities
|
|
13,133,895
|
|
|
(3,266,902
|
)
|
h)
|
|
9,866,993
|
|
|||
Income taxes payable
|
|
1,014,454
|
|
|
—
|
|
|
|
1,014,454
|
|
|||
Long-term debt, current portion
|
|
1,050,000
|
|
|
(1,050,000
|
)
|
i)
|
|
—
|
|
|||
Contingent consideration, current portion
|
|
1,237,401
|
|
|
(1,237,401
|
)
|
j)
|
|
—
|
|
|||
Total current liabilities
|
|
17,262,222
|
|
|
(5,554,303
|
)
|
|
|
11,707,919
|
|
|||
Long-term debt, net of current portion
|
|
14,254,856
|
|
|
(14,254,856
|
)
|
i)
|
|
—
|
|
|||
Contingent consideration, net of current portion
|
|
6,236,084
|
|
|
(6,236,084
|
)
|
j)
|
|
—
|
|
|||
Deferred tax liability, net
|
|
98,061
|
|
|
—
|
|
|
|
98,061
|
|
|||
Other long-term liabilities
|
|
1,121,367
|
|
|
—
|
|
|
|
1,121,367
|
|
|||
Total liabilities
|
|
38,972,590
|
|
|
(26,045,243
|
)
|
|
|
12,927,347
|
|
|||
Stockholders’ equity:
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
44,107
|
|
|
—
|
|
|
|
44,107
|
|
|||
Preferred stock
|
|
2,857
|
|
|
—
|
|
|
|
2,857
|
|
|||
Additional paid-in capital
|
|
134,085,981
|
|
|
(69,460
|
)
|
k)
|
|
134,016,521
|
|
|||
Accumulated deficit
|
|
(115,911,671
|
)
|
|
11,619,516
|
|
l)
|
|
(104,292,155
|
)
|
|||
Total stockholders’ equity
|
|
18,221,274
|
|
|
11,550,056
|
|
|
|
29,771,330
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
57,193,864
|
|
|
$
|
(14,495,187
|
)
|
|
|
$
|
42,698,677
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Historical Cerecor
|
|
Aytu Divestiture Pro Forma Adjustments
|
|
|
Pro Forma Cerecor Combined
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Product revenue, net
|
|
$
|
15,374,123
|
|
|
$
|
(9,264,195
|
)
|
m)
|
|
$
|
6,109,928
|
|
License and other revenue
|
|
100,000
|
|
|
—
|
|
|
|
100,000
|
|
|||
Total revenues, net
|
|
15,474,123
|
|
|
(9,264,195
|
)
|
|
|
6,209,928
|
|
|||
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Cost of product sales
|
|
3,241,131
|
|
|
(3,852,878
|
)
|
n)
|
|
(611,747
|
)
|
|||
Research and development
|
|
8,857,220
|
|
|
—
|
|
|
|
8,857,220
|
|
|||
General and administrative
|
|
7,778,386
|
|
|
(268,565
|
)
|
o)
|
|
7,509,821
|
|
|||
Sales and marketing
|
|
8,676,298
|
|
|
(7,739,955
|
)
|
p)
|
|
936,343
|
|
|||
Amortization expense
|
|
3,195,108
|
|
|
(2,190,865
|
)
|
q)
|
|
1,004,243
|
|
|||
Impairment of intangible assets
|
|
1,449,121
|
|
|
(1,449,121
|
)
|
r)
|
|
—
|
|
|||
Change in fair value of contingent consideration
|
|
(1,009,168
|
)
|
|
(247,042
|
)
|
s)
|
|
(1,256,210
|
)
|
|||
Total operating expenses
|
|
32,188,096
|
|
|
(15,748,426
|
)
|
|
|
16,439,670
|
|
|||
(Loss) income from operations
|
|
(16,713,973
|
)
|
|
6,484,231
|
|
|
|
(10,229,742
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||
Change in fair value of warrant liability and unit purchase option liability
|
|
6,823
|
|
|
—
|
|
|
|
6,823
|
|
|||
Other (expense) income, net
|
|
(24,400
|
)
|
|
—
|
|
|
|
(24,400
|
)
|
|||
Interest (expense) income, net
|
|
(613,624
|
)
|
|
714,474
|
|
t)
|
|
100,850
|
|
|||
Total other (expense) income, net
|
|
(631,201
|
)
|
|
714,474
|
|
|
|
83,273
|
|
|||
Net (loss) income before taxes
|
|
(17,345,174
|
)
|
|
7,198,705
|
|
|
|
(10,146,469
|
)
|
|||
Income tax expense
|
|
348,427
|
|
|
(39,535
|
)
|
u)
|
|
308,892
|
|
|||
Net (loss) income
|
|
$
|
(17,693,601
|
)
|
|
$
|
7,238,240
|
|
|
|
$
|
(10,455,361
|
)
|
|
|
|
|
|
|
|
|
||||||
Net loss attributable to common shareholders
|
|
$
|
(13,238,766
|
)
|
|
|
|
|
$
|
(7,822,946
|
)
|
||
Weighted-average shares of common stock, basic and diluted
|
|
42,453,928
|
|
|
—
|
|
|
|
42,453,928
|
|
|||
Net loss per share of common stock, basic and diluted
|
|
$
|
(0.31
|
)
|
|
|
|
|
$
|
(0.18
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Net loss attributable to preferred shareholders
|
|
$
|
(4,454,835
|
)
|
|
|
|
|
$
|
(2,632,415
|
)
|
||
Weighted-average shares of preferred stock, basic and diluted
|
|
2,857,143
|
|
|
—
|
|
|
|
2,857,143
|
|
|||
Net loss per share of preferred stock, basic and diluted
|
|
$
|
(1.56
|
)
|
|
|
|
|
$
|
(0.92
|
)
|
|
|
|
|
Previously Reported
|
|
Reversal of Previously Reported
|
|
Reversal of Certain Previously Reported
|
|
|
|
|
|
||||||||||||
|
|
Historical Cerecor
|
|
Historical Avadel Pediatric Business and Historical Ichorion
and related Pro Forma Adjustments
|
|
Historical
Avadel Pediatric Business and related Pro Forma Adjustments
|
|
Ichorion Pro Forma Adjustment
|
|
Aytu Divestiture
Pro Forma Adjustments
|
|
|
Pro Forma
Cerecor Combined
|
||||||||||||
|
|
|
|
Note 4
|
|
Note 5
|
|
Note 6
|
|
Note 3
|
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product revenue, net
|
|
$
|
17,870,745
|
|
|
$
|
1,705,000
|
|
|
$
|
(1,705,000
|
)
|
|
$
|
—
|
|
|
$
|
(11,165,423
|
)
|
m)
|
|
$
|
6,705,322
|
|
Sales force revenue
|
|
456,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
456,056
|
|
||||||
Total revenues, net
|
|
18,326,801
|
|
|
1,705,000
|
|
|
(1,705,000
|
)
|
|
—
|
|
|
(11,165,423
|
)
|
|
|
7,161,378
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of product sales
|
|
7,478,262
|
|
|
355,000
|
|
|
(355,000
|
)
|
|
—
|
|
|
(4,050,595
|
)
|
n)
|
|
3,427,667
|
|
||||||
Research and development
|
|
5,786,635
|
|
|
2,341,868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,128,503
|
|
||||||
Acquired in-process research and development
|
|
18,723,952
|
|
|
(18,723,952
|
)
|
|
—
|
|
|
18,723,952
|
|
|
—
|
|
|
|
18,723,952
|
|
||||||
General and administrative
|
|
10,676,881
|
|
|
3,294,086
|
|
|
(1,845,794
|
)
|
|
—
|
|
|
(165,674
|
)
|
o)
|
|
11,959,499
|
|
||||||
Sales and marketing
|
|
8,522,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,018,243
|
)
|
p)
|
|
504,218
|
|
||||||
Amortization expense
|
|
4,532,448
|
|
|
301,912
|
|
|
(245,662
|
)
|
|
—
|
|
|
(2,703,896
|
)
|
r)
|
|
1,884,802
|
|
||||||
Impairment of intangible assets
|
|
1,861,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,861,562
|
|
||||||
Change in fair value of contingent consideration
|
|
58,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,289
|
)
|
s)
|
|
(110,923
|
)
|
||||||
Total operating expenses
|
|
57,640,567
|
|
|
(12,431,086
|
)
|
|
(2,446,456
|
)
|
|
18,723,952
|
|
|
(15,107,697
|
)
|
|
|
46,379,280
|
|
||||||
Loss (income) from operations
|
|
(39,313,766
|
)
|
|
14,136,086
|
|
|
741,456
|
|
|
(18,723,952
|
)
|
|
3,942,274
|
|
|
|
(39,217,902
|
)
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of warrant liability and unit purchase option liability
|
|
25,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
25,010
|
|
||||||
Other income, net
|
|
13,657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,657
|
|
||||||
Interest (expense) income, net
|
|
(811,621
|
)
|
|
(124,749
|
)
|
|
124,749
|
|
|
—
|
|
|
827,882
|
|
t)
|
|
16,261
|
|
||||||
Total other (expense) income, net
|
|
(772,954
|
)
|
|
(124,749
|
)
|
|
124,749
|
|
|
—
|
|
|
827,882
|
|
|
|
54,928
|
|
||||||
Net (loss) income before taxes
|
|
(40,086,720
|
)
|
|
14,011,337
|
|
|
866,205
|
|
|
(18,723,952
|
)
|
|
4,770,156
|
|
|
|
(39,162,974
|
)
|
||||||
Income tax benefit
|
|
(33,910
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,556
|
|
u)
|
|
(18,354
|
)
|
||||||
Net (loss) income
|
|
$
|
(40,052,810
|
)
|
|
$
|
14,011,337
|
|
|
$
|
866,205
|
|
|
$
|
(18,723,952
|
)
|
|
$
|
4,754,600
|
|
|
|
$
|
(39,144,620
|
)
|
Net (loss) income attributable to common shareholders
|
|
$
|
(41,710,193
|
)
|
|
$
|
14,011,337
|
|
|
$
|
866,205
|
|
|
$
|
(18,723,952
|
)
|
|
$
|
4,754,600
|
|
|
|
$
|
(40,802,003
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares of common stock, basic and diluted
|
|
34,773,613
|
|
|
5,692,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
40,466,144
|
|
||||||
Net loss per share of common stock, basic and diluted
|
|
$
|
(1.20
|
)
|
|
|
|
|
|
|
|
|
|
|
$
|
(1.01
|
)
|
a)
|
Cash and cash equivalents- Adjustment reflects the $4.5 million cash consideration received by the Company from Aytu reduced by $0.7 million which represents estimated non-recurring transaction costs directly attributable to the Aytu Divestiture. Of the $0.7 million of transactions costs, $0.3 million is related to legal and accounting costs and $0.4 million is related to severance costs. The Company concluded the severance costs are transaction costs because pursuant to the Aytu Purchase Agreement, in addition to purchasing the rights, title and interest in, assets relating to the Pediatric Portfolio, Aytu purchased the corresponding commercial infrastructure consisting of the right to offer employment to Cerecor’s sales force and the assignment of supporting commercial contracts. Upon closing of the Aytu Transaction, Cerecor terminated all of its sales force personnel. The Company paid severance to certain terminated employees in the aggregate amount of $0.4 million.
|
b)
|
Other receivables- Adjustment reflects other receivables related to the Pediatric Portfolio acquired by Aytu.
|
c)
|
Inventory, net- Adjustment reflects the inventory, net related to the Pediatric Portfolio acquired by Aytu.
|
d)
|
Prepaid expenses and other current assets- Adjustment reflects the prepaid and other current assets related to the Pediatric Portfolio acquired by Aytu.
|
e)
|
Intangible assets, net- Adjustment reflects the net intangible assets related to the Pediatric Portfolio acquired by Aytu.
|
f)
|
Goodwill- Adjustment reflects the preliminary estimated adjustment to goodwill as a result of the Aytu Divestiture. As a portion of the Company’s reporting unit is disposed of in this transaction, the Company preliminarily assigned goodwill based on the estimated relative fair value of the reporting unit being disposed and the portion of the reporting unit remaining. The Company plans to perform a full valuation of such adjustment during the fourth quarter of 2019.
|
Estimated fair value of business disposed
|
|
$
|
31,217,891
|
|
|
Estimated fair value of Cerecor (inclusive of business disposed)
|
|
192,111,355
|
|
|
|
Estimated relative fair value percentage of business disposed
|
|
16
|
%
|
|
|
Total goodwill balance as of September 30, 2019
|
|
16,411,123
|
|
|
|
Estimated goodwill disposal related to Aytu Divestiture
|
|
$
|
2,666,790
|
|
|
Cash received
|
|
$
|
4,500,000
|
|
|
Shares of Aytu preferred stock received (adjusted for estimated lack of marketability)
|
|
10,000,000
|
|
|
|
Fair value of debt as of September 30, 2019
|
|
15,032,970
|
|
|
|
Estimated Working capital adjustment
|
|
1,684,921
|
|
|
|
Estimated fair value of business disposed
|
|
$
|
31,217,891
|
|
|
Cerecor common stock outstanding as of September 30, 2019
|
|
44,106,794
|
|
|
|
Cerecor common stock outstanding if preferred stock converted on a 1:5 ratio
|
|
14,285,715
|
|
|
|
If-converted Cerecor common stock outstanding as of September 30, 2019
|
|
58,392,509
|
|
|
|
Closing stock price on September 30, 2019
|
|
$
|
3.29
|
|
|
Estimated fair value of Cerecor (inclusive of business disposed)
|
|
$
|
192,111,355
|
|
|
g)
|
Investment in Aytu- Adjustment reflects the preliminary estimated fair value of the shares received in Aytu as result of the Aytu Divestiture. Pursuant to the Aytu Purchase Agreement the Company received $12.5 million in Aytu preferred stock. The Aytu convertible preferred stock will become convertible on a 1:1 ratio to shares of Aytu common stock upon Aytu shareholder approval and is non-transferable until the earlier of (i) May 1, 2020 or (ii) the date the preferred stock is converted into shares of Aytu common stock. As the resale of the stock issued to the Company is restricted until the lockup period is complete, the Company applied a preliminary discount for lack of marketability of 20%. The preliminary discount and the classification as current or non-current is subject to change as the Company plans to perform a full valuation during the fourth quarter of 2019.
|
h)
|
Accrued expenses and other current liabilities- Adjustment reflects the removal of the Medicaid rebate liability and sales return liability assumed by Aytu, the liability related to the Company's partial reimbursement to Aytu of an NDA transfer fee of one of the Pediatric Products acquired by Aytu (as outlined in the transition services agreement) and the reversal of the bonus liability related to certain sales force personnel terminated as part of the Aytu Transaction.
|
i)
|
Long-term debt, current portion and long-term debt, net of current portion- Adjustment reflects the book value of the current portion and non-current portion of the long-term debt due to Deerfield assumed by Aytu, respectively. In relation to the Company's acquisition of Avadel's pediatric products on February 16, 2018, the Company assumed the debt obligation that Avadel had to Deerfield. The debt obligation was assumed by Aytu upon closing of the transaction on November 1, 2019.
|
j)
|
Contingent consideration, current portion and contingent consideration, net of current portion- Adjustment reflects the fair value of the contingent consideration as of September 30, 2019, classified partially as current and partially non-current based on expected timing of payments. As part of the acquisition of Avadel's pediatric products in 2018, the Company became obligation to pay a 15% annual royalty on net sales of the acquired Avadel pediatric products through February 2026, up to an aggregate amount of $12.5 million. The fair value of the future royalty payments was the expected future value of the contingent payments discounted to a net present value. The contingent consideration obligation related to Avadel’s pediatric products was assumed by Aytu upon closing of the Aytu Transaction on November 1, 2019.
|
k)
|
Additional paid-in capital- Pursuant to the Aytu Purchase Agreement, in addition to purchasing the rights, title and interest in, assets relating to the Pediatric Portfolio, Aytu purchased the corresponding commercial infrastructure consisting of the right to offer employment to Cerecor’s sales force and the assignment of supporting commercial contracts. The adjustment reflects the reversal of stock-based compensation for the sales force personnel terminated by Cerecor and subsequently hired by Aytu upon closing of the Aytu Transaction, partially offset by the expense related to the modification of the awards of the former Chief Commercial Officer's who was terminated by Cerecor and subsequently hired by Aytu upon closing of the Aytu Transaction.
|
l)
|
Accumulated deficit- Adjustment reflects the estimated gain the Company will recognize related to the Aytu Transaction. This is calculated as the net proceeds received by the Company less the net assets transferred offset by the reversal of stock-based compensation expense (explained above in note k) related to the Aytu Transaction as of September 30, 2019:
|
Cash received (less estimated non-recurring transaction costs)
|
|
$
|
3,820,914
|
|
a)
|
Shares of Aytu preferred stock received (adjusted for estimated lack of marketability)
|
|
10,000,000
|
|
g)
|
|
Net proceeds
|
|
13,820,914
|
|
|
|
Assets acquired by Aytu
|
|
(28,316,101
|
)
|
b)-f)
|
|
Liabilities assumed by Aytu
|
|
26,045,243
|
|
h)-j)
|
|
Reversal of stock based compensation (non-recurring transaction cost)
|
|
69,460
|
|
k)
|
|
Estimated gain on sale of Pediatric Portfolio
|
|
$
|
11,619,516
|
|
|
m)
|
Product revenue, net- Adjustment reflects the removal of product revenue, net associated with the Pediatric Portfolio.
|
n)
|
Cost of product sales- Adjustment reflects the removal of the cost of product sales associated with the Pediatric Portfolio.
|
o)
|
General and administrative- Adjustment within the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019 reflects the removal of $0.1 million of commercial insurance related to the Pediatric Portfolio and $0.1 million of non-recurring transaction costs directly attributable to the Aytu Divestiture which had been incurred and recognized as general and administrative expense for the nine months ended September 30, 2019. Adjustment within the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 reflects the removal of commercial insurance related to the Pediatric Portfolio.
|
p)
|
Sales and marketing- Pursuant to the Aytu Purchase Agreement, in addition to purchasing the rights, title and interest in, assets relating to the Pediatric Portfolio, Aytu purchased the corresponding commercial infrastructure consisting of the right to offer employment to Cerecor’s sales force and the assignment of supporting commercial contracts. Upon closing of the Aytu Transaction, Cerecor terminated all of its sales force personnel. Accordingly, this adjustment reflects the removal of sales and marketing expenses directly attributable to the sales force personnel and supporting commercial contracts.
|
q)
|
Amortization expense- Adjustment reflects the removal of amortization expense related to the intangible assets acquired by Aytu, namely Aciphex® Sprinkle™ , Cefaclor for Oral Suspension, Karbinal™ ER, Flexichamber™ , Poly-Vi-Flor® and Tri-Vi-Flor™ as referenced in adjustment e) above.
|
r)
|
Impairment of intangible assets- Adjustment reflects the removal of impairment related to the Flexichamber intangible asset which is one of the Pediatric Portfolio products acquired by Aytu.
|
s)
|
Change in fair value of contingent consideration- Adjustment reflects the removal of the loss on change in fair value of contingent consideration related to future potential royalties on Avadel's pediatric products because the contingent consideration obligation was assumed by Aytu.
|
t)
|
Interest expense- Adjustment reflects the removal of interest expense related to the Deerfield debt obligation which was assumed by Aytu as referenced in adjustment i) above.
|
u)
|
Income tax expense (benefit)- Adjustment reflects the removal of state income tax incurred as a result of sales of the Pediatric Products.
|
|
|
Previously Reported
|
|
Previously Reported
|
|
Previously Reported
|
|
Previously Reported
|
|
Previously Reported
|
||||||||||
|
|
Historical Avadel
Pediatric
Business
|
|
Avadel Pediatric
Business
Pro Forma
Adjustments
|
|
Historical Ichorion
|
|
Ichorion Pro Forma Adjustments
|
|
Historical Avadel Pediatric Business and Historical Ichorion
and related Pro Forma Adjustments
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
License and other revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Product revenue, net
|
|
1,705,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,705,000
|
|
|||||
Salesforce revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Grant revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenues, net
|
|
1,705,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,705,000
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of product sales
|
|
355,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,000
|
|
|||||
Research and development
|
|
—
|
|
|
—
|
|
|
2,323,535
|
|
|
18,333
|
|
|
2,341,868
|
|
|||||
Acquired in-process research and development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,723,952
|
)
|
|
(18,723,952
|
)
|
|||||
General and administrative
|
|
1,995,000
|
|
|
(149,206
|
)
|
|
1,425,375
|
|
|
22,917
|
|
|
3,294,086
|
|
|||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization expense
|
|
180,000
|
|
|
65,662
|
|
|
—
|
|
|
56,250
|
|
|
301,912
|
|
|||||
Impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
2,530,000
|
|
|
(83,544
|
)
|
|
3,748,910
|
|
|
(18,626,452
|
)
|
|
(12,431,086
|
)
|
|||||
Income (loss) from operations
|
|
(825,000
|
)
|
|
83,544
|
|
|
(3,748,910
|
)
|
|
18,626,452
|
|
|
14,136,086
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of warrant liability, purchase option liability, investor rights obligation and contingent consideration
|
|
(256,000
|
)
|
|
256,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Interest expense, net
|
|
(131,000
|
)
|
|
6,251
|
|
|
—
|
|
|
—
|
|
|
(124,749
|
)
|
|||||
Total other income (expense)
|
|
(387,000
|
)
|
|
262,251
|
|
|
—
|
|
|
—
|
|
|
(124,749
|
)
|
|||||
Net income (loss) before taxes
|
|
(1,212,000
|
)
|
|
345,795
|
|
|
(3,748,910
|
)
|
|
18,626,452
|
|
|
14,011,337
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) after taxes
|
|
$
|
(1,212,000
|
)
|
|
$
|
345,795
|
|
|
$
|
(3,748,910
|
)
|
|
$
|
18,626,452
|
|
|
$
|
14,011,337
|
|
Weighted-average shares allocated to common stock, basic and diluted
|
|
|
|
|
|
|
|
|
|
5,692,531
|
|
|
5,692,531
|
|
|
|
Previously Reported
|
|
Previously Reported
|
|
Reversal of Previously Reported
|
||||||
|
|
Historical Avadel
Pediatric
Business
|
|
Avadel Pediatric
Business
Pro Forma
Adjustments
|
|
Historical
Avadel Pediatric Business and related Pro Forma Adjustments |
||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||
License and other revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Product revenue, net
|
|
1,705,000
|
|
|
—
|
|
|
1,705,000
|
|
|||
Salesforce revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Grant revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenues, net
|
|
1,705,000
|
|
|
—
|
|
|
1,705,000
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
||||
Cost of product sales
|
|
355,000
|
|
|
—
|
|
|
355,000
|
|
|||
Research and development
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquired in-process research and development
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
General and administrative
|
|
1,995,000
|
|
|
(149,206
|
)
|
|
1,845,794
|
|
|||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization expense
|
|
180,000
|
|
|
65,662
|
|
|
245,662
|
|
|||
Impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
2,530,000
|
|
|
(83,544
|
)
|
|
2,446,456
|
|
|||
Income (loss) from operations
|
|
(825,000
|
)
|
|
83,544
|
|
|
(741,456
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Change in fair value of warrant liability, purchase option liability, investor rights obligation and contingent consideration
|
|
(256,000
|
)
|
|
256,000
|
|
|
—
|
|
|||
Other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
(131,000
|
)
|
|
6,251
|
|
|
(124,749
|
)
|
|||
Total other income (expense)
|
|
(387,000
|
)
|
|
262,251
|
|
|
(124,749
|
)
|
|||
Net income (loss) before taxes
|
|
(1,212,000
|
)
|
|
345,795
|
|
|
(866,205
|
)
|
|||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) after taxes
|
|
$
|
(1,212,000
|
)
|
|
$
|
345,795
|
|
|
$
|
(866,205
|
)
|
Weighted-average shares allocated to common stock, basic and diluted
|
|
|
|
|
|
|
|
—
|
|