Business Combination |
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| Business Combination | 10.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 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 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. The Company did not pay any additional consideration for the year ended December 31, 2025. 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 to specific intangible assets 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 and is not deductible for tax purposes. No tax accounts have been recorded in the purchase price allocation. Any adjustments to the preliminary purchase price allocation identified during the measurement period were 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 following adjustments to the provisional amounts during the period from January 29, 2025 (acquisition) to December 31, 2025:
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. The Company incurred approximately $751 in transaction expenses related to the acquisition of SeQure which is included in general and administrative expenses in the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company incurred $164 in transaction expenses related to the acquisition which is included in general and administrative expenses for the year ended December 31, 2024. 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 $1,076 and $5,257, respectively, attributable to SeQure for the year ended December 31, 2025. The following are supplemental unaudited 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 year ended December 31, 2025 includes non-recurring charges of approximately $751 for the Company’s transaction expenses, $444 in non-recurring expenses, and $1,669 for SeQure’s acquisition-related expenses, which were incurred in the year ended December 31, 2025. |
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