Annual report pursuant to Section 13 and 15(d)

RFS Pharma, LLC Acquisition

RFS Pharma, LLC Acquisition
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
RFS Pharma, LLC Acquisition

3. RFS Pharma, LLC Acquisition


On November 25, 2014, the Company entered into and closed an Agreement and Plan of Merger with RFS Pharma. At the closing of the merger, the Company issued to RFS Pharma’s members 1,000,000 shares of the Company’s Series A preferred shares to purchase all of the outstanding member interests in RFS Pharma, and also issued 16,542,538 options to purchase the Company’s common stock as replacements of awards previously issued to employees of RFS Pharma. The consideration paid by the Company was approximately $184.8 million, consisting of approximately $178.2 million for the issuance of the Series A preferred stock and approximately $6.6 million for the issuance of the options. The Series A shares automatically converted into 340,760,802 shares of the Company’s common stock upon the approval of the Company’s shareholders on March 3, 2015 to increase the total number of the Company’s authorized common shares to 800,000,000 shares.


The goodwill associated with the acquisition is not deductible for tax purposes.


The fair value of the Series A shares was based on the quoted market price of the Company’s common stock into which the Series A shares were convertible and the fair value of the replacement options issued was based on the Black-Scholes option pricing model.


The purchase price consideration was allocated based on the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed from RFS Pharma. Based upon the estimated fair values determined by the Company, the total purchase price was allocated as follows (in thousands):


Purchased in-process research and development   $ 184,966  
Net book value of tangible assets acquired     (183 )
Goodwill     65,195  
Deferred tax liability     (65,195 )
Total purchase price   $ 184,783