Quarterly report pursuant to Section 13 or 15(d)

Cancer Genetics, Inc. Merger

Cancer Genetics, Inc. Merger
9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Cancer Genetics, Inc. Merger

Note 2. Cancer Genetics, Inc. Merger


The Company formerly known as Cancer Genetics, Inc. (“CGI”), StemoniX and CGI Acquisition, Inc. (“Merger Sub”) entered into a merger agreement on August 21, 2020, which was amended on February 8, 2021 and February 26, 2021 (as amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub was merged (the “Merger”) with and into StemoniX on March 30, 2021, with StemoniX surviving the Merger as a wholly owned subsidiary of the Company. For U.S. federal income tax purposes, the Merger qualified as a tax-free “reorganization”. Concurrent with the Merger closing, the Company changed its name to Vyant Bio, Inc. Under the terms of the Merger Agreement, upon consummation of the Merger, the Company issued (i) an aggregate of 3,595,508 shares of VYNT common stock, par value $0.0001 per share (the “Common Stock”) to the holders of StemoniX capital stock (after giving effect to the conversion of all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major Investor”)), (ii) options to purchase an aggregate of 178,356 shares of Common Stock to the holders of StemoniX options with exercise prices ranging from $3.30 to $23.05 per share and a weighted average exercise price of $7.30 per share, and (iii) a warrant (the “Major Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 28,778 shares of Common Stock at a price of $29.5295 per share in exchange for the Investor Warrant.


The Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of accounting. Under acquisition accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the closing date of the Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX in the Merger amounted to $59.9 million, which represents the fair value of CGI’s 2,201,437 shares of Common Stock or $50.74 million, 431,537 Common Stock warrants or $9.04 million and 11,181 Common Stock options outstanding on the closing date of the Merger with a fair value of $139 thousand. In addition, at the effective time of the Merger, existing StemoniX shareholders received an additional 160,942 incremental shares in accordance with the conversion ratio set forth in the Merger Agreement.


The Company incurred $2.3 million of costs associated with the Merger that have been reported on the condensed consolidated statement of operations as Merger related costs for the nine months ended September 30, 2021.


The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded through March 30, 2022, the end of the period for which purchase accounting adjustments can be recorded, and the final purchase price allocation.

    Preliminary     Adjustments     Final  
Assets acquired:                        
Cash and equivalents   $ 30,163     $ -     $ 30,163  
Accounts receivable     705       -       705  
Other current assets     806       227       1,033  
Intangible assets     9,500       -       9,500  
Fixed assets     416       (256 )     160  
Goodwill     22,164       216       22,380  
Long-term prepaid expenses and other assets     1,381       -       1,381  
Total assets acquired   $ 65,135     $ 187     $ 65,322  
Liabilities assumed:                        
Accounts payable and accrued expenses   $ 2,670     $ 437     $ 3,107  
Current liabilities of discontinuing operations     588       (141 )     447  
Obligations under operating leases     198       -       198  
Obligations under finance leases     106       -       106  
Deferred revenue     1,293       (114 )     1,179  
Payroll and income taxes payable     360       5       365  
Total liabilities assumed   $ 5,215     $ 187     $ 5,402  
Net assets acquired:   $ 59,920     $ -     $ 59,920  



The Company has completed valuation analyses necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. Fair values were based on management’s estimates and assumptions. The Company recognized intangible assets related to the Merger, which consist of the tradename valued at $1.5 million with an estimated useful life of ten years and customer relationships valued at $8.0 million with an estimated useful life of ten years. The initial measurement of these intangible assets were classified as Level 3 measurements within the fair value hierarchy. The value of the vivoPharm tradename was determined using the relief from royalty method based on analysis of profitability and review of market royalty rates. The Company determined that a 1.0% royalty rate was appropriate given the business-to-business nature of the vivoPharm operations. The value of the vivoPharm customer relationships was determined using an excess earnings method based on projected discounted cash flows and historic customer data. Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivoPharm operations, a blended U.S. federal, state and Australian income tax rate of 27.1%, a present value factor of 8.5% as well as revenue, cost of revenue and operating expense assumptions regarding the future growth, operating expenses, including corporate overhead charges, and required capital investments.


The following presents the unaudited pro forma combined financial information as if the Merger had occurred as of January 1, 2020:


Schedule of Proforma Financial Information

    Nine months ended
September 30, 2021
Total revenue   $ 5,294  
Net loss     (10,777 )
Pro forma loss per common share, basic and diluted     (1.85 )
Pro forma weighted average number of common shares basic and diluted     5,795,520  


The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Merger been completed as of January 1, 2020, nor are they necessarily indicative of future consolidated results.