8.  Business Combination

On January 29, 2025, the Company acquired 100% of the voting interests in SeQure Inc., a provider of on-target and off-target  gene-editing assessment services for cell and gene therapies.  This strategic acquisition strengthens the Company’s ability to serve ex-vivo and in-vivo cell and gene therapy developers with an innovative suite of tools and services spanning early research and development through clinical development and commercialization. By integrating SeQure into the Company, the Company will expand its service offerings and leverage its commercial and field application scientist teams to work with developers earlier in their research processes.  The preliminary purchase price was $2,314, substantially consisting of cash paid at closing. The Company’s payment of $2,356 at closing in transaction costs and payables on behalf of SeQure were excluded from the purchase price and recorded as assumed expenses in the preliminary purchase price allocation below.  Contingent consideration will be paid to former holders of convertible promissory notes if SeQure exceeds certain revenue targets for the years ending December 31, 2025 and 2026. The Company determined that the fair value of the contingent consideration was de minimis at the time of acquisition, and therefore, attributed none of the preliminary purchase price to the contingent consideration.  The maximum amount of potential contingent consideration that could be paid is $2,500.  

​

The major classes of assets and liabilities to which we have allocated the purchase price are as follows:

​

​

See Note 5 for the purchase price allocated on a preliminary basis to specific intangible assets.

​

The purchase price allocation presented above is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, and residual goodwill. Goodwill includes an assembled workforce and technological synergies with the Company’s current offerings and know-how that does not qualify for separate intangible recognition under US GAAP. The Company has not concluded whether the goodwill recognized in this transaction will be deductible for tax purposes, and has not yet finalized its analysis and has not recorded any tax accounts in preliminary allocation above. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

​

The Company incurred approximately $915 in transaction expenses related to the acquisition of SeQure which is included in general and administrative expenses in the Company’s statement of operations for the three months ended March 31, 2025.

​

The financial results of SeQure have been included in the Company’s consolidated financial statements since the date of acquisition.  The Company’s consolidated statement of operations includes revenue and net loss of $172 and $1,064, respectively, attributable to SeQure for the three months ended March 31, 2025.

​

The following are supplemental pro forma consolidated financial results of the Company, if the acquisition of SeQure had been consummated on January 1, 2024:

​

​

The pro-forma operating loss for the three months ended March 31, 2025 includes non-recurring charges of approximately $915 for the Company’s transaction expenses and $1,669 for SeQure’s acquisition-related expenses, which were actually incurred in the three months ended March 31, 2025.

​