v3.26.1
Acquisition
 12 Months Ended
Dec. 31, 2025
Acquisition [Abstract]  
ACQUISITION

NOTE 3 – ACQUISITION

 

The Company accounted for the following transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on their estimated fair values.

 

On November 14, 2023, the Company entered into the Stock Exchange Agreement (the “Share Exchange Agreement”) with Predecessor.(formerly known as LipoVac Ltd), an Israeli company (“LipoVation”) and the shareholders of Predecessor pursuant to which the former shareholders of LipoVation have agreed to contribute all of their shareholdings in Predecessor in exchange for the right to receive shares of the Company’s common stock. On July 23, 2024, the transactions contemplated under the Stock Exchange Agreement were closed and as a result Predecessor became a wholly owned subsidiary of the Company.

 

In consideration for the contribution of all of their shareholdings in Predecessor to the Company, the Company issued to the former Predecessor shareholders an aggregate of 23,171,642 restricted shares of the Company’s common stock, representing 40% of the outstanding shares of the Company immediately following the closing.

 

The company has calculated the fair value of the Consideration shares based on the price of transactions close to the acquisition date. The Company didn’t use quoted market prices of Revium RX due to the negligible volume of trading in its shares with no records of trading close to the transaction date.

Revium RX is a public company whose common stock is listed on the over the counter market in the U.S. (OTC Market LLC) and due to the negligible volume of trading in its shares management does not believe the share price on the OTC Market is an appropriate basis to determine the value of the consideration shares. The Predecessor is a private company with no quoted price available for its shares. The transaction occurred between a willing buyer and a willing seller and the merger ratio reflects the relative fair values of both of the companies (the buyer) and the acquired company. Management has determined to evaluate the fair value of the consideration based on the fair value of Predecessor from a private placement transaction.

 

The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by an external appraiser.

 

The final allocation of the purchase price and the fair values of the assets acquired, and liabilities assumed in the Acquisition are as follows:

 

Consideration    
Total Consideration   14,307 
Add: Non controlling interest   914 
Less: Cash acquired   (729)
Total consideration, net of cash acquired   14,492 
    
-
 
    14,492 

 

   July 24,
2024		 
     
Identifiable assets acquired and liabilities assumed    
Short term deposit   7 
Other receivables   212 
Fixed assets, net   2 
Account payable   (181)
Other account payables   (87)
In-process research and development   3,342 
Deferred tax asset   552 
Deferred tax liability   (769)
Total Identifiable assets acquired and liabilities assumed   3,078 
      
Goodwill   11,414 
Total identifiable assets acquired, and liabilities assumed   14,492 

Below proforma information for profit and loss as if the acquisition took place as of January 1, 2024:

 

   Year ended
December 31,
2024		   Consolidated 
   Unaudited   Unaudited 
                
Net loss   7,611    -    7,611 

 

Amortization of in-process research and development acquired in a business combination begins when development is complete and the asset is available for use. The amortization period and the amortization method for an intangible asset are reviewed at least at the end of each year.

 

The goodwill of $11,414 represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill.

 

As of December 31, 2025, after considering the qualitative and quantitative factors, and after considering the disagreement regarding ARB development (refer to Note 10), the Company concluded that impairment loss of $845 (write down the entire balance of the associated asset with such development) and an impairment loss of $8,648 is required to Company’s intangible assets and Company’s goodwill, accordingly. According to the Cost Basis Approach the fair value of the unit was lower than the book's value and such an impairment of the goodwill was recorded.

 

The Company used Cost Basis Approach to evaluate the fair value of the indefinite intangible assets as these assets which include intellectual property, research results, and development efforts, while holding potential value, do not yet represent functional products or technologies with measurable performance or market tractions. The company considered actual results occurred to each of the projects.

 

As of the valuation date, Lipovation remained at substantially the same preliminary stage of development as of the merger completion date in July 2024, with no material technological, clinical, regulatory or commercial milestones achieved since that date. Lipovation was not generating revenues, and its programs remained in the research and preclinical stages.

 

The valuation was performed at Lipovation level, and substantially all of Lipovation value was attributable to a portfolio of in-process research and development (“IPR&D”) assets. While Lipovation held the legal rights associated with these programs and related intellectual property, the programs had not yet reached a stage that supported a reliable income-based valuation. Accordingly, the Cost Approach was considered the most appropriate method for estimating the fair value of the unit.

Schedule of indefinite intangible assets:

 

   In-process
research and
development		   Total 
Cost          
As of January 1, 2024   
-
    
-
 
Acquisitions through business combinations   3,342    3,342 
As of December 31, 2024 and December 31, 2025   3,342    3,342 
           
Amortization          
As of January 1, 2024   
-
    
-
 
Amortization for the year ended December 31, 2024   
-
    
-
 
As of December 31, 2024   
-
    
-
 
Impairment loss   (845)   (845)
As of December 31, 2025   (845)   (845)
           
Carrying amount          
           
As of December 31, 2025   2,497    2,497 
As of December 31, 2024   3,342    3,342 

 

The changes in the carrying amount of goodwill for the years ended December 31, 2025, and December 31, 2024 was as follows:

 

   Lipovation
acquisition		   Total 
As of January 1, 2024        
Change during the year:   
-
    
-
 
Goodwill acquired   11,414    11,414 
Goodwill impairment   
-
    
-
 
As of December 31, 2024   11,414    11,414 
Goodwill impairment   (8,839)   (8,839)
As of December 31, 2025   2,575    2,575