v3.25.2
Business Combination
 6 Months Ended
Jun. 30, 2025
Business Combination  
Business Combination

8.  Business Combination

On January 29, 2025, the Company acquired 100% of the voting interests in SeQure, 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 $2,339, consisting of cash paid at closing of $2,314 and $25 in the fair value of the contingent consideration as discussed in Note 6. 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 maximum amount of potential contingent consideration that could be paid is $2,500.  

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

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​

​

​

​

Cash and cash equivalents

​

$

541

Prepaid expenses and other current assets

​

​

142

Property and equipment, net

​

 

747

Right-of-use asset - operating leases

​

​

956

Goodwill

​

​

3,748

Intangible assets, net

​

​

659

Other assets

​

​

125

Accounts payable, accrued expenses and deferred revenue

​

​

(3,513)

Operating lease liability, current

​

​

(385)

Operating lease liability, net of current portion

​

​

(681)

Total allocated purchase price

​

$

2,339

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

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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 the 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.

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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.   In accordance with ASC 805-10-25-17, during the measurement period, the Company obtained new information about facts and circumstances that existed as of the acquisition date. As a result, the Company recognized the following adjustments to the provisional amounts in the current reporting period:

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​

​

​

​

​

​

​

Major Class

    

Original Amount

    

Adjustment

    

Revised Amount

Intangible assets, net

​

$

508

​

$

151

​

$

659

Accounts payable, accrued expenses and deferred revenue

​

$

(3,558)

​

$

45

​

$

(3,513)

Contingent consideration

​

$

—

​

$

(25)

​

$

(25)

Goodwill

​

$

3,919

​

$

(171)

​

$

3,748

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These adjustments were made to reflect updated valuations and assessments of the acquiree’s assets and liabilities based on information obtained during the measurement period. The corresponding adjustment to goodwill reflects the net impact of these changes.

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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 unaudited condensed consolidated statements of operations for the six months ended June  30, 2025.

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The financial results of SeQure have been included in the Company’s consolidated financial statements since the date of acquisition.  The Company’s unaudited condensed consolidated statement of operations includes revenue and net loss of $296, and $1,911, respectively, attributable to SeQure for the three months ended June 30, 2025, and $468 and $2,975, respectively, attributable to SeQure for the six months ended June 30, 2025.

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

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

​

Six Months Ended June 30, 

​

    

2025

    

2024

    

​

2025

    

2024

Revenue

​

$

8,507

​

$

10,858

​

​

$

19,082

​

$

22,688

Operating loss

​

$

(14,227)

​

$

(13,664)

​

​

$

(28,409)

​

$

(27,782)

Net loss

​

$

(12,357)

​

$

(11,071)

​

​

$

(24,505)

​

$

(22,440)

Basic and diluted loss per share

​

$

(0.12)

​

$

(0.11)

​

​

$

(0.23)

​

$

(0.22)

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The pro forma operating loss for the three months ended June 30, 2025 includes non-recurring charges of approximately $146 for one-time expenses. The pro forma operating loss for the six months ended June 30, 2025 includes non-recurring charges of approximately $915 for the Company’s transaction expenses, $404 in non-recurring expenses, and $1,669 for SeQure’s acquisition-related expenses, which were actually incurred in the six months ended June 30, 2025.