Exhibit 99.2
R.D. PRABHU, LATA K. SHETE, M.D.s
UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
TABLE OF CONTENTS
R.D. Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Balance Sheets
March 31, 2025 and December 31, 2024
3/31/2025 | 12/31/2024 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 702,946 | $ | 677,017 | ||||
Accounts Receivable, net | 860,517 | 774,507 | ||||||
Employee Advances/Other | 38,611 | 7,570 | ||||||
Prepaid Expenses | 18,956 | 37,913 | ||||||
1,621,030 | 1,497,007 | |||||||
PROPERTY AND EQUIPMENT, NET | 1,072,492 | 1,079,142 | ||||||
OTHER ASSETS | ||||||||
Financing Lease Right-Of-Use Asset | 206,246 | 220,308 | ||||||
Operating Lease Right-of-Use Asset | 4,345,044 | 4,505,318 | ||||||
Intangible Asset | 175,500 | 135,000 | ||||||
Refundable Deposits | 10,443 | 10,443 | ||||||
4,737,233 | 4,871,069 | |||||||
TOTAL ASSETS | $ | 7,430,755 | $ | 7,447,218 | ||||
LIABILITIES & SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts Payable and Accrued Professional Fees | $ | 149,719 | $ | 52,840 | ||||
Accrued Payroll and Related Expenses | 193,695 | 193,695 | ||||||
Current Portion of Operating/Financing Lease Liability | 662,300 | 653,400 | ||||||
1,005,714 | 899,935 | |||||||
OTHER LIABILITIES | ||||||||
Employee Retention Credit Liability | 1,683,904 | 1,683,904 | ||||||
Long-term Portion of Financing Lease Liability | 154,285 | 172,167 | ||||||
Long-term Portion of Operating Lease Liability | 3,748,002 | 3,953,363 | ||||||
5,586,191 | 5,809,434 | |||||||
TOTAL LIABILITIES | 6,591,905 | 6,709,369 | ||||||
SHAREHOLDERS’ EQUITY | ||||||||
Common Stock: Authorized, 500,000 shares, $1 par value; issued and outstanding 2,204 shares | 1,000 | 1,000 | ||||||
Additional Paid-In Capital | - | - | ||||||
Retained Earnings | 837,850 | 736,849 | ||||||
838,850 | 737,849 | |||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 7,430,755 | $ | 7,447,218 |
The accompanying notes are an integral part of these financial statements
-1- |
R.D. Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Operations
For the Three Months Ended March 31, 2025 and 2024
2025 | 2024 | |||||||
REVENUES | $ | 2,327,270 | $ | 1,787,177 | ||||
GENERAL AND ADMINISTRATIVE EXPENSES | 2,284,115 | 1,602,559 | ||||||
INCOME FROM OPERATIONS | 43,155 | 184,618 | ||||||
OTHER (EXPENSE)/INCOME | (250,000 | ) | - | |||||
NET INCOME/(LOSS) | $ | (206,845 | ) | $ | 184,618 |
The accompanying notes are an integral part of these financial statements
-2- |
R.D. Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Shareholders’ Equity
For the Three Months Ended March 31, 2025 and 2024
Common | Retained | Total Shareholders’ | ||||||||||
Stock | Earnings | Equity | ||||||||||
Beginning Balance 1/1/2025 | $ | 1,000 | $ | 736,849 | $ | 737,849 | ||||||
Owner (Draws)/Contributions | - | 307,846 | 307,846 | |||||||||
Net Income/(Loss) | - | (206,845 | ) | (206,845 | ) | |||||||
Ending Balance 3/31/2025 | $ | 1,000 | $ | 837,850 | $ | 838,850 | ||||||
Beginning Balance 1/1/2024 | $ | 1,000 | $ | 818,453 | $ | 819,453 | ||||||
Owner (Draws)/Contributions | - | (125,284 | ) | (125,284 | ) | |||||||
Net Income/(Loss) | - | 184,618 | 184,618 | |||||||||
Ending Balance 3/31/2024 | $ | 1,000 | $ | 877,787 | $ | 878,787 |
The accompanying notes are an integral part of these financial statements
-3- |
R.D. Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Cash Flows
For The Three Months Ended March 31, 2025 and 2024
2025 | 2024 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Income/(Loss) | $ | (206,845 | ) | 184,618 | ||||
ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES: | ||||||||
Depreciation and Amortization | 39,500 | 32,362 | ||||||
Changes in: | ||||||||
Accounts Receivable | (86,010 | ) | 67,996 | |||||
Other Receivables | (31,041 | ) | (13,600 | ) | ||||
Operating Lease Right-of-Use Asset | 174,336 | 83,587 | ||||||
Prepaid Expenses | 18,957 | - | ||||||
Accounts Payable and Accrued Professional Fees | 96,879 | (43,388 | ) | |||||
Operating Lease Liability | (214,343 | ) | (79,116 | ) | ||||
Net cash provided by/(used in) Operating Activities | (208,567 | ) | 232,459 | |||||
CASH FLOWS USED FOR INVESTING ACTIVITIES | ||||||||
Acquisition of Property and Equipment | (28,350 | ) | (1,325 | ) | ||||
Additions to Intangibles | (45,000 | ) | - | |||||
Net cash used in Investing Activities | (73,350 | ) | (1,325 | ) | ||||
CASH FLOWS USED FOR FINANCING ACTIVITIES | ||||||||
Contributions/(Distributions) from Shareholders | 307,846 | (125,284 | ) | |||||
Net cash provided by/(used in) Financing Activities | 307,846 | (125,284 | ) | |||||
NET INCREASE IN CASH | 25,929 | 105,850 | ||||||
Cash at Beginning of Year | 677,017 | 767,095 | ||||||
CASH AT END OF YEAR | $ | 702,946 | $ | 872,945 |
The accompanying notes are an integral part of these financial statements
-4- |
R.D. RABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 1 - ORGANIZATION
R.D. Prabhu, Lata K. Shete, M.D.s (the “Company”) was incorporated, in the State of Nevada in October 1980. The Company provides sleep disorder-related diagnoses to patients in six separate sleep centers and offices in Clark (Las Vegas) and Nye County, Nevada.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term that would affect management’s estimates with respect to the allowance for credit losses, contractual adjustments, useful lives of its fixed assets, lease terms and discount rates.
Revisions in estimated revenue from contracts are made in the year in which circumstances requiring the revision become probable.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. In the normal course of business, the Company may maintain cash balances in excess of federal insurance limits.
ACCOUNTS RECEIVABLE
Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Accounts receivable are stated at the net amount expected to be collected, using an expected credit loss methodology to determine the allowance for expected credit losses. We evaluate the collectability of its accounts receivable and determine the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical collection trends, and charge-offs. When we are aware of a customer’s inability to meet its financial obligation, we may individually evaluate the related receivable to determine the allowance for expected credit losses. We use specific criteria to determine uncollectible receivables to be charged off, including bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due.
-5- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the property and equipment, which ranges from 5 to 39 years. Additions, renewals, and betterments that significantly extend the life of the asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. For the three months ended March 31, 2025 and 2024, depreciation and amortization expense was $39,500 and $32,362, respectively and are included on the statements of income in “General and Administrative Expenses”.
For property and equipment sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in other income and expenses for the period.
INTANGIBLE ASSETS
Intangible assets consist of an asset acquired from a third-party which developed an application to be used by patients in the Company’s operations. The intangible asset will be amortized on a straight-line basis over the expected useful life of the asset, which approximates 10 years.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from the use of the assets is less than carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value is determined based on discounted cash flows or appraisal values, depending on the nature of the assets. During the three months ended March 31, 2025 and 2024, there were no impairment losses recognized for long-lived assets.
REVENUE RECOGNITION
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer, at an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company applies the five-step model for recognizing revenue from contracts with customers:
1. | Identify the contract with a customer: The Company considers a contract to exist when it has approval and commitment from both parties, identified rights and payment terms, commercial substance, and when it’s probable that the Company will collect the consideration it’s entitled to. | |
2. | Identify the performance obligations in the contract: Performance obligations are promises to transfer distinct services to the customer. A service is distinct if the customer can benefit from it on its own or with other readily available resources. The Company’s primary performance obligations include the provision of medical related services, diagnoses and treatment plans for sleep disorders. | |
3. | Determine the transaction price: The transaction price is the amount of consideration, based on quoted rates for office visits and sleep studies for which the Company expects to be entitled to, typically based on negotiated insurance contracts, for the provision of services. | |
4. | Allocate the transaction price to the performance obligations: The gross and net transaction price is allocated to each distinct performance obligation based on its relative standalone selling price and the expected net remittance from an insurance company to the Company. | |
5. | Recognize revenue when (or as) the entity satisfies a performance obligation: Revenue is recognized when the services are provided to the patient for the sleep studies or office visits. |
-6- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION (CONTINUED)
Disaggregation of Revenue
Since the Company’s revenues are generated from the provision of services to its patients, either in an office visit or an overnight sleep study, there is no significant disaggregation of revenues.
The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:
Payers (for example, patient, governmental insurers, and other third-party commercial insurers) that have different reimbursement and payment methodologies and negotiated contract amounts. During the three-month periods ended March 31, 2025 and 2024, revenues recorded from third party commercial insurers, governmental agencies and directly from patients, on a percentage basis, were 80%, 19% and 1% and 84%, 15% and 1%, respectively.
INCOME TAX
Effective January 1, 2015, the Company, with the consent of its shareholders, elected under the Internal Revenue Code to be an S Corporation. In lieu of corporation income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. Tax years open under the statute of limitations are 2021, 2022, 2023 and 2024.
ADVERTISING
The Company elects to expense advertising expenses as incurred. The total advertising expense for the 3 months ended March 31, 2025 and 2024 was approximately $2,000 and $20,000, respectively.
-7- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE MEASUREMENTS
For fair value measurements of financial assets and financial liabilities, and for fair value of non-financial items that are recognized and disclosed at fair value in the financial statements on a recurring basis, the Company has adopted generally accepted accounting principles (GAAP) standards that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
GAAP establishes a three-level fair value hierarchy that describes the inputs that are used to measure the fair values of respective assets and liabilities.
● | Level 1: Fair values are based on quoted prices in active markets for identical assets and liabilities. | |
● | Level 2: Fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities; quoted market prices that are not in an active market; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the asset. | |
● | Level 3: Fair values are calculated by the use of pricing models and /or discounted cash flow methodologies and may require significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data. |
The carrying amounts of financial instruments comprising cash, accounts receivable, employee advances, prepaid expenses, accounts payable, and accrued expenses, approximate their fair values due to their short-term nature.
Employee Retention Tax Credit
In 2022, the Company filed a claim for an employee retention tax credit (“ERTC”), which was established by Congress in 2020 under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021. Employers were eligible for the credit if they experienced either a full or partial suspension of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019. The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.
In 2023, the Company received its ERTC of approximately $1.7 million, including interest.
Other Expense/(Income)
During the three months ended March 31, 2025, the Company settled a dispute with a third-party related to an agreement and paid the third-party $250,000 to settle the dispute.
ACCOUNTING PRONOUNCEMENTS
We have reviewed and considered all recent accounting pronouncements that have not yet been adopted and believe there are none that could potentially have a material impact on our business practices, financial condition, results of operations, or disclosures.
-8- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 3 - ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, as represented on the balance sheet, consists of the following at March 31, 2025 and December 31, 2024:
2025 | 2024 | |||||||
Accounts Receivable, gross | 1,278,953 | 1,234,199 | ||||||
Allowance for Credit Losses | (418,436 | ) | (459,692 | ) | ||||
Accounts Receivable, net | $ | 860,517 | $ | 774,507 |
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2025 and December 31, 2024, as represented on the balance sheet, is detailed as follows:
2025 | 2024 | |||||||
Leasehold Improvements | $ | 1,169,775 | $ | 1,169,775 | ||||
Office Furniture/ Medical Equipment | 1,173,056 | 1,173,056 | ||||||
Computer Equipment and Software | 111,006 | 82,656 | ||||||
Vehicles | 34,069 | 34,069 | ||||||
2,487,906 | 2,459,556 | |||||||
Less: Accumulated Depreciation | (1,415,414 | ) | (1,380,414 | ) | ||||
Total Property and Equipment | $ | 1,072,492 | $ | 1,079,142 |
The Company recorded depreciation expense within general and administrative expenses on the Statement of Operations, using a straight-line method, of $35,000 for the three months ended March 31, 2025.
-9- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 5- LEASES
The Company leases office space at its sleep center locations. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identifiable asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contracts are changed.
Operating and financing leases are included as separate line items - operating and financing lease right-of-use (“ROU”) assets in other assets, current portion of operating/financing lease liabilities in other current liabilities, and long-term portion of operating and financing lease liabilities in other liabilities in the Company’s balance sheet. The average weighted discount rate was 3.4% and the average weighted remaining term for the operating leases is 89 months.
The Company entered into a financed lease agreement during 2024. At March 31, 2025, the ROU asset and related liability was approximately $206,000. The discount rate used was 5% and the remaining term as of December 31, 2024 is 55 months.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the risk-free discount rate at lease commencement, according to the Company’s elected policy. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has lease arrangements for certain equipment and facilities, including sleep centers at various locations. These leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options, some of which are reasonably certain of exercise.
Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments are primarily based on usage of utilities, maintenance, repairs, etc. Lease costs associated with fixed payments on the Company’s operating leases were approximately $189,000 and $120,000 for the three months ended March 31, 2025 and 2024, respectively. Lease costs associated with variable payments on the Company’s leases were approximately $40,000 and $25,000 for March 31, 2025 and 2024, respectively,
-10- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 5- LEASES (CONTINUED)
The following table shows ROU assets and lease liabilities, and the associated financial statement line items, as of March 31, 2025 and December 31, 2024:
Lease-Related Assets and Liabilities | 2025 | 2024 | ||||||
Right-of-Use Assets: | ||||||||
Operating Leases | $ | 4,345,044 | $ | 4,505,318 | ||||
Finance Leases | 206,846 | 220,308 | ||||||
Total Right-of-Use Assets | $ | 4,551,890 | $ | 4,725,626 | ||||
Lease Liabilities: | ||||||||
Operating Leases | $ | 4,357,537 | $ | 4,506,982 | ||||
Finance Leases | 207,050 | 219,836 | ||||||
Total Lease Liabilities | $ | 4,564,587 | $ | 4,726,818 |
Lease liability maturities as of March 31, 2025 are as follows:
Operating | Finance | Total | ||||||||||
2026 | $ | 609,535 | $ | 52,765 | $ | 662,300 | ||||||
2027 | 629,755 | 55,465 | 685,220 | |||||||||
2028 | 555,682 | 58,303 | 613,985 | |||||||||
2029 | 549,309 | 40,517 | 589,826 | |||||||||
2030 and thereafter | 2,013,256 | - | 2,013,256 | |||||||||
$ | 4,357,537 | $ | 207,050 | $ | 4,564,587 |
-11- |
R.D. PRABHU, LATA K. SHETE, M.D.s
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company has certain office space leases whereby the entity leasing the office space as the lessor is controlled or owned by the owner(s) of the Company. The details of these leases are as follows:
Lease #1 – In November 2024, the Company entered into an amended office lease agreement for $22,186 per month with an annual 3% increase to the monthly rent effective each succeeding November. The amended lease term is for 10 years. During 2024 and 2023, the Company paid approximately $68,000 and $79,000 in fixed rent amounts prior to the lease amendment, respectively, and paid approximately $44,000 subsequent to the November 2024 amendment.
Lease #2 – In January 2024, the Company entered into an office lease agreement when the previous agreement expired. The monthly amount for the lease is $11,452 and has a lease term of 36 months. During 2024 and 2023, the Company paid approximately $115,000 and $70,000 in fixed rent amounts, respectively.
Lease #3 – At December 31, 2024, the Company had an office lease with 6 years remaining on its lease term. The monthly lease amount is $12,320 and increases each April by 3%. During 2024 and 2023, the Company paid approximately $147,000 and $144,000, respectively, for annual rental payments related to this lease.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The major portion of the Company’s business is contracts with third party insurers, and to a lesser extent, US Government agencies, like Medicare. Most of these contracts are subject to cost recovery limitations, renegotiations, audits of allowable costs, and termination at the convenience of the government.
NOTE 8 - OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF RISK
The Company has a potential concentration of credit risk in that it maintains deposits in accounts with financial institutions in excess of amounts more than is insured by the Federal Deposit Insurance Corporation “FDIC.” FDIC insures accounts at each institution up to $250,000. At various times during the year, the Company’s cash in bank balance exceeded the maximum amount insured by the FDIC. At March 31, 2025 and December 31, 2024, the Company had cumulative cash deposits in excess of the maximum amount insured by the FDIC of $250,000 with one institution, of approximately $250,000.
NOTE 9- SUBSEQUENT EVENT
On June 10, 2025, Vivos Therapeutics, Inc., a Delaware corporation (the Acquirer”), completed an acquisition (“Acquisition”) of all of the operating assets of the Company in consideration for a (i) cash payment equal to $6.0 million, (ii) 607,287 shares of restricted common stock in the Acquirer, par value $0.0001 per share (the “Common Stock”), equal to $1.5 million based on the volume-weighted average price (“VWAP”) of the Common Stock for the 30-days immediately preceding the Acquisition and (iii) the assumption of certain specific trade accounts receivable and assets related to specific Company contracts assigned to the Acquirer as part of the Acquisition. Pending the achievement of an agreed to financial milestone, the Acquirer will pay to the Company’s principal a contingent “earn out” consideration in the form of restricted Common Stock equal to $1.5 million based on the VWAP of the Common Stock for the 30-days following the date on which such financial milestone is achieved, as determined in accordance with U.S. GAAP.
Management has evaluated its subsequent events through the date of the sale of the Company’s assets.
-12- |