Quarterly report pursuant to Section 13 or 15(d)

Recent Developments, Liquidity and Management???s Plans (Tables)

v3.21.2
Recent Developments, Liquidity and Management’s Plans (Tables)
 9 Months Ended
Sep. 30, 2021
Recent Developments Liquidity And Managements Plans  
Schedule of Net Assets Acquired to be Allocated to Goodwill

 

    Valuation Analysis  
       
Total Consideration   $ 42,477,346  
Cash and Cash Equivalents     1,380,852  
Marketable Securities     29,480,524  
Other Receivables     3,026,137  
Prepaid Expenses     192,314  
Investment in Oravax, Inc.     1,500,000  
Trade and Other Payables     (3,601,020 )
Net Tangible Assets Acquired   $ 31,978,807  
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill   $ 10,498,539  
Summary of Milestone Events Payment

Under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MyMD Florida stockholders in the form of the Milestone Payments. The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the Milestone Period as follows:

 

Milestone Event   Milestone Payment
     
Market capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “First Milestone Event”).   $20 million.
     
For every $250 million incremental increase in market capitalization of the Company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of the Company.   $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event).
     
Market Capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “Second Milestone Event”).   $25 million.
     
For every $1 billion incremental increase in market capitalization of the Company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period.   $25 million per each incremental increase.