v3.25.4
Mergers (Tables)
 12 Months Ended
Dec. 31, 2025
Mergers [Abstract]  
Purchase Price Paid

The following summarizes the purchase price paid in the Opus Acquisition (in thousands, except share and per share amounts):


Number of common shares of the combined organization owned by the Company’s Pre-acquisition Private Opus stockholders
    
5,237,063
  
Multiplied by the fair value per share of the Company’s common stock (1)
  
$
1.33
  
Fair value of common stock issued to affect the Opus Acquisition
  
$
6,965
  
Number of Series A preferred shares of the combined organization owned by the Company’s Pre-acquisition Private Opus stockholders
    
14,145.374
  
Multiplied by the fair value per share of the Company’s Series A preferred stock (2)
  
$
1.3321
  
Fair value of preferred stock issued to affect the Opus Acquisition
  
$
18,843
  
Purchase price
  
$
25,808
  



(1)
Based on the last reported sale price of the Company’s common stock on the Nasdaq Capital Market on October 22, 2024, the closing date of the Opus Acquisition.


(2)
Based on the fair market valuation of the Series A preferred stock that considered the reported sale price of the Company’s common stock on the Nasdaq Capital Market on October 22, 2024 on an as converted basis (1,000 shares of common stock for 1 share of preferred stock), the closing date of the Opus Acquisition, as well as the underlying dividend provisions on a discounted cash flow basis.
Fair Value of Net Assets and IPR&D Acquired
The fair value of the net assets and IPR&D acquired was as follows (in thousands):

Cash acquired
  
$
1,210
  
Net liabilities assumed
    
(955
)
IPR&D (3)
    
28,000
  
Net assets and IPR&D acquired
  
$
28,255
  


(3)
Represents the Private Opus Acquisition research and development projects which were in-process, but not yet completed, and which the Company may advance post the Opus Acquisition. This includes the development of gene therapies for IRDs. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be charged to expense on the acquisition date. The acquired IPR&D did not have outputs or employees. The fair value of the IPR&D was recorded at fair value using Level 3 inputs. A Multi-Period Excess Earnings Method (“MPEEM”) model was applied which incorporates assumptions such as future earnings and margins in connection with the further development and commercialization of IRD therapies, and a discount rate of 20%.
Gain Recorded Upon Close of Acquisition

The gain recorded upon the close of the Opus Acquisition is recapped below (in thousands):
Purchase Price
  
$
25,808
  
Net assets and IPR&D acquired
    
28,255
  
Gain recorded upon close of Opus Acquisition
  
$
2,447