ASSET ACQUISITION |
3 Months Ended | |||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||
| Asset Acquisition [Abstract] | ||||||||||||||||||||||||||||
| ASSET ACQUISITION |
On March 25, 2026, the Company completed the acquisition of Oratech in accordance with the terms of the Share Purchase Agreement (“SPA”) entered into by the parties on January 12, 2026.
As consideration for the transaction, the Company issued an aggregate of 1,250,363 Ordinary Shares and Pre-Funded Warrants to purchase 1,006,113 Ordinary Shares. In addition, the Company issued 1,296,296 freestanding warrants to purchase Ordinary Shares at an exercise price of $5.4 per share and agreed to pay Oramed Pharmaceuticals, Inc. (“Oramed”) certain quarterly revenue sharing payments based on future sales.
The Company concluded that the Oratech acquisition should be accounted for as an asset acquisition. As such, the consideration paid in the asset acquisition was allocated to the purchased assets. The asset acquisition total consideration was $12.4 million and was comprised of the fair values of the Ordinary Shares, Pre-Funded Warrants and Warrants. The revenue sharing arrangement was excluded from consideration as it did not meet the definition of a derivative under ASC 815.
The acquired assets primarily consist of patented technology and cash in the amount of $6.5 million In connection with the agreement, the Company also entered into a clinical trial management agreement with Oramed in which Oramed will provide clinical trial management services for the Company in connection with the acquired intellectual property. The Company concluded that the costs of the clinical trial services under the agreement are below market value, and as such, the Company recognized approximately $1.0 million as a prepaid asset for future services. The total consideration allocated to the intellectual property was $5.9 million.
The total consideration transferred was allocated to the acquired assets as follows (in thousands):
As the acquired IPR&D asset was determined to have no alternative future use, the allocated value was immediately recognized as research and development expense.
The pre-funded warrants and the freestanding warrants that were allocated to the asset acquisition were classified as liabilities, measured at fair value through earnings, as these instruments are not indexed to the Company's own stock. |
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