Abvc Biopharma, Inc 8-K/A, filed Jan 26, 2024
Abvc Biopharma, Inc. (ABVC)
About this 8-K/A
Abvc Biopharma, Inc filed this 8-K/A on January 26, 2024, reporting on events of November 16, 2023.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January
25, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area
code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
The Company is filing this Amendment solely to provide (i) the historical audited financial statements of AIBL for the period from January 10, 2023 (inception) until September 30, 2023, referred to in Item 9.01(a) below and (ii) the unaudited pro forma condensed combined financial statements as of and for the nine-month period ended September 30, 2023, referred to in Item 9.01(b) below.
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Item 9.01 Financial Statement and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements of AIBL for the period from January 10, 2023 until September 30, 2023 are attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company and AIBL as of September 30, 2023, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023, and the notes related thereto, reflecting the transaction (“Transaction”), are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of WWC, P.C. | |
| 99.1 | Audited financial statements of AIBL for the period from January 10, 2023 until September 30, 2023. | |
| 99.2 | Unaudited pro forma condensed combined statement of operations of the Company and AIBL as of and for the nine months ended September 30, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABVC BioPharma, Inc. | ||
| January 25, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement on Form S-3 (File No. 333-260588), Registration Statement on Form S-8 (File No. 333-234656) of ABVC BioPharma, Inc. of our report dated January 25, 2024, relating to the financial statements of AIBTL BIOPHARMA INC., appearing in this Current Report on Form 8-K/A dated January 25, 2024.
| /s/ WWC, P.C. | |
| WWC, P.C. | |
| January 25, 2024 |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Stockholders of |
| AiBtl BioPharma Inc. |
Opinion on the Financial Statements
We have audited the accompanying balance sheets of AiBtl BioPharma Inc. (the “Company”) as of September 30, 2023, and the related statements of operations and comprehensive loss, cash flows and stockholders’ deficit for the period from January 10, 2023 (inception) to September 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the period from January 10, 2023 (inception) to September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2, the Company needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ WWC, P.C. | |
| WWC, P.C. | |
| Certified Public Accountants | |
| PCAOB ID No. 1171 |
We have served as the Company’s
auditor since 2024
San Mateo, California
January 25, 2024
AIBTL BIOPHARMA INC.
BALANCE SHEETS
| September 30, 2023 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | - | ||
| Total Current Assets | - | |||
| Total Assets | $ | - | ||
| LIABILITIES AND EQUITY | ||||
| Current Liabilities | ||||
| Accrued expense | 597,388 | |||
| Total Current Liabilities | 597,388 | |||
| Due to director | 498 | |||
| Total Liabilities | 597,886 | |||
| COMMITMENTS AND CONTINGENCIES | ||||
| Stockholders’ Deficit | ||||
| Common stock, $0.0001 par value, 100,000,000 authorized, 0 shares issued and outstanding as of September 30, 2023 | ||||
| Accumulated deficit | (597,886 | ) | ||
| Total Stockholder’s Deficit | (597,886 | ) | ||
| Total Liabilities and Stockholder’s Deficit | $ | - | ||
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AIBTL BIOPHARMA INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| From January 10, 2023 (Inception) to September 30, 2023 | ||||
| Revenues | $ | - | ||
| Cost of revenues | - | |||
| Gross (loss) profit | - | |||
| Operating expenses | ||||
| Selling, general and administrative expenses | 597,886 | |||
| Total operating expenses | 597,886 | |||
| Loss from operations | (597,886 | ) | ||
| Other income (expense) | ||||
| Total other (expense) income | - | |||
| Loss before income tax | (597,886 | ) | ||
| Provision for (benefit from) income tax | - | |||
| Net loss | (597,886 | ) | ||
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AIBTL BIOPHARMA INC.
STATEMENTS OF CASH FLOWS
| From January 10, 2023 (Inception) to September 30, 2023 | ||||
| Cash flows from operating activities | ||||
| Net loss | $ | (597,886 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Changes in operating assets and liabilities: | ||||
| Increase in accrued expenses | 597,338 | |||
| Increase in due to director | 498 | |||
| Net cash used in operating activities | - | |||
| Cash flows from investing activities | ||||
| Net cash used in investing activities | - | |||
| Cash flows from financing activities | ||||
| Net cash provided by financing activities | - | |||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | - | |||
| Net decrease in cash and cash equivalents and restricted cash | - | |||
| Cash and cash equivalents and restricted cash | ||||
| Beginning | - | |||
| Ending | $ | - | ||
| Supplemental disclosure of cash flows | ||||
| Cash paid during the year for: | ||||
| Interest expense paid | - | |||
| Income tax paid | $ | - | ||
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AIBTL BIOPHARMA INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM JANUARY 10, 2023 (INCEPTION) TO SEPTEMBER 30, 2023
| Common Stock | Additional | Accumulated Other | ||||||||||||||||||||||
| Number of shares | Amounts | Paid-in Capital | Accumulated Deficit | Comprehensive Income | Total Deficit | |||||||||||||||||||
| Balance at January 10, 2023 (Inception) | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Net loss for the period | - | - | - | (597,886 | ) | - | (597,886 | ) | ||||||||||||||||
| Balance at September 30, 2023 | - | $ | - | $ | - | $ | (597,886 | ) | $ | - | $ | (597,886 | ) | |||||||||||
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1. ORGANIZATION AND DESCRIPTION OF BUSINESS
AiBtl BioPharma Inc. (“AIBL”), a Delaware company, was incorporated on January 10, 2023. AIBL is a development stage biotech company focused on therapeutics targeting the human central nervous system by developing life-changing medicine and medical devices for patients with serious unmet needs. AIBL's office is located in 44370 Old Warm Springs Blvd., CA 94538
2. LIQUIDITY AND GOING CONCERN
The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon its ability to raise additional funds to meet its obligations and sustain its operations. For the period from inception (January 10, 2023) to September 30, 2023, the Company reported net loss of $498. As of September 30, 2023, the Company does not have cash and cash equivalent for operation. In addition, the Company does not have operations to generate positive cash. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | cash generated from operations; |
| ● | fund raising through private equity or other equity method; |
| ● | other available sources of financing from banks and other financial institutions; and |
| ● | financial support from the Company’s related party and stockholders. |
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All these factors raise substantial doubt about the ability of the Company to continue as a going concern.
The financial statements for the period from January 10, 2023 (inception) to September 30, 2023 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying audited financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”). All significant intercompany transactions and account balances have been eliminated.
The Company’s audited financial statements are expressed in U.S. dollars.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results.
Cash and Cash Equivalents
The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2023, the Company’s cash and cash equivalents amounted $0.
Concentration of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes.
Selling, general and administrative expenses
The Company accounts for the selling, general and administrative expenses. It consists of costs relating to incorporation, and accrued fees to auditors and attorneys, as well as rental expenses.
Research and development expense
AIBL is expecting to perform research and development activities in the future, due to the licensing agreements signed with ABVC and BioLite. Research and development expenses shall comprise of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other consulting services.
4. SUBSEQUENT EVENTS
In November 2023, AIBL has entered two multi-year, global licensing agreements with both ABVC BioPharma, Inc. (“ABVC”) and BioLite, Inc. (“BioLite”), for their CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (the “Licensed Products”). The potential license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights. The Licensed Products for MDD and ADHD, owned by ABVC and BioLite, were valued at $667M by a third-party evaluation. The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the respective agreements, each of ABVC and BioLite received 23million shares of AIBL stock at $10 per share, and if certain milestones are met, may receive $3,500,000 and royalties equaling 5% of net sales, up to $100 million.
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Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On November 12, 2023, the Company and one of its subsidiaries, BioLite, Inc. (“BioLite”) each entered into a multi-year, global licensing agreement with AiBtl BioPharma Inc. (“AIBL”, or the acquired company) for the Company and BioLite’s CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”). The potential license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights. The Licensed Products for MDD and ADHD, owned by ABVC and BioLite, were valued at $667M by a third-party evaluation. The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the respective agreements, each of ABVC and BioLite received 23 million shares of AIBL stock (with an expected value of $10 per share) and as a result, the Company has a controlling interest over AIBL. If certain milestones are met, the Company and BioLite are each eligible to receive $3,500,000 and royalties equaling 5% of net sales, up to $100 million.
The following unaudited pro forma combined financial information of the Company and AIBL is presented to illustrate the estimated effects of the condensed combined financial statements as of and for the nine-month period ended September 30, 2023.
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
| As of September 30, 2023 | ||||||||||||||||
| ABVC BioPharma, Inc. | AiBtl BioPharma Inc. | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 500,069 | $ | - | - | $ | 500,069 | |||||||||
| Restricted cash | 620,868 | - | - | 620,868 | ||||||||||||
| Accounts receivable, net | 1,530 | - | - | 1,530 | ||||||||||||
| Accounts receivable – related parties, net | 624,373 | - | - | 624,373 | ||||||||||||
| Due from related party – current | 535,046 | - | - | 535,046 | ||||||||||||
| Short-term Investment | 68,521 | - | - | 68,521 | ||||||||||||
| Prepaid expenses and other current assets | 143,127 | - | - | 143,127 | ||||||||||||
| Total Current Assets | 2,493,534 | - | - | 2,493,534 | ||||||||||||
| Property and equipment, net | 7,953,936 | - | - | 7,953,936 | ||||||||||||
| Operating lease right-of-use assets | 899,817 | - | - | 899,817 | ||||||||||||
| Long-term investments | 2,677,395 | - | - | 2,677,395 | ||||||||||||
| Deferred tax assets | 34,256 | - | - | 34,256 | ||||||||||||
| Prepaid expenses – non-current | 128,898 | - | - | 128,898 | ||||||||||||
| Security deposits | 44,259 | - | - | 44,259 | ||||||||||||
| Prepayment for long-term investments | 1,429,016 | - | - | 1,429,016 | ||||||||||||
| Due from related parties – non-current | 930,396 | - | - | 930,396 | ||||||||||||
| Total Assets | $ | 16,591,507 | $ | - | - | $ | 16,591,507 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current Liabilities | ||||||||||||||||
| Short-term bank loans | $ | 852,500 | $ | - | - | $ | 852,500 | |||||||||
| Accrued expenses and other current liabilities | 3,558,213 | 597,388 | - | 4,155,601 | ||||||||||||
| Contract liabilities | 79,501 | - | - | 79,501 | ||||||||||||
| Operating lease liabilities – current portion | 392,666 | - | - | 392,666 | ||||||||||||
| Due to related parties | 480,196 | - | - | 480,196 | ||||||||||||
| Total Current Liabilities | 5,363,076 | 597,388 | - | 5,960,464 | ||||||||||||
| Tenant security deposit | 5,680 | - | - | 5,680 | ||||||||||||
| Operating lease liability – non-current portion | 507,151 | - | - | 507,151 | ||||||||||||
| Convertible notes payable – third parties | 1,654,004 | - | - | 1,654,004 | ||||||||||||
| Due to Director | - | 498 | - | 498 | ||||||||||||
| Total Liabilities | 7,529,911 | 498 | - | 8,127,797 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
| Equity | ||||||||||||||||
| Preferred stock, $0.001 par value, 20,000,000 authorized, nil shares issued and outstanding | - | - | - | - | ||||||||||||
| Common stock, $0.001 par value, 10,000,000 authorized, 4,823,043 and 3,286,190 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively(1) | 4,823 | - | - | 4,823 | ||||||||||||
| Additional paid-in capital | 80,662,290 | - | - | 80,662,290 | ||||||||||||
| Stock subscription receivable | (677,220 | ) | - | - | (677,220 | ) | ||||||||||
| Accumulated deficit | (62,309,161 | ) | (597,886 | ) | - | (62,907,047 | ) | |||||||||
| Accumulated other comprehensive income | 519,123 | - | - | 519,123 | ||||||||||||
| Treasury stock | (9,100,000 | ) | - | - | (9,100,000 | ) | ||||||||||
| Total Stockholders’ Equity | 9,099,855 | (597,886 | ) | - | 8,501,969 | |||||||||||
| Noncontrolling interest | (38,259 | ) | - | - | (38,259 | ) | ||||||||||
| Total Equity | 9,061,596 | (597,886 | ) | - | 8,463,710 | |||||||||||
| Total Liabilities and Equity | $ | 16,591,507 | $ | - | - | $ | 16,591,507 | |||||||||
| (1) | Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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UNAUDITED PRO FORMA
COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
| Nine Months Ended September 30, 2023 | ||||||||||||||||
| ABVC BioPharma, Inc. | AiBtl BioPharma Inc. | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| Revenues | $ | 150,265 | $ | - | - | $ | 150,265 | |||||||||
| Cost of revenues | 162,831 | - | - | 162,831 | ||||||||||||
| Gross (loss) profit | (12,566 | ) | - | - | (12,566 | ) | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | 3,841,633 | 597,886 | - | 4,439,519 | ||||||||||||
| Research and development expenses | 990,731 | - | - | 990,731 | ||||||||||||
| Stock-based compensation | 1,409,969 | - | - | 1,409,969 | ||||||||||||
| Total operating expenses | 6,242,333 | 597,886 | - | 6,840,219 | ||||||||||||
| Loss from operations | (6,254,899 | ) | (597,886 | ) | - | (6,852,785 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 147,998 | - | - | 147,998 | ||||||||||||
| Interest expense | (1,390,039 | ) | - | - | (1,390,039 | ) | ||||||||||
| Operating sublease income | 53,900 | - | - | 53,900 | ||||||||||||
| Gain/Loss on foreign exchange changes | (55,625 | ) | - | - | (55,625 | ) | ||||||||||
| Other (expense) income | (1,174 | ) | - | - | (1,174 | ) | ||||||||||
| Total other (expense) income | (1,244,940 | ) | - | - | (1,244,940 | ) | ||||||||||
| Loss before income tax | (7,499,839 | ) | (597,886 | ) | - | (8,097,725 | ) | |||||||||
| Provision for (benefit from) income tax | 80,696 | - | - | 80,696 | ||||||||||||
| Net loss | (7,580,535 | ) | (597,886 | ) | - | (8,178,421 | ) | |||||||||
| Net loss attributable to noncontrolling interests | (175,813 | ) | - | - | (175,813 | ) | ||||||||||
| Net loss attributed to ABVC and subsidiaries | (7,404,722 | ) | - | - | (8,002,608 | ) | ||||||||||
| Foreign currency translation adjustment | 1,995 | - | - | 1,995 | ||||||||||||
| Comprehensive loss | $ | (7,402,727 | ) | $ | (597,886 | ) | - | $ | (8,000,613 | ) | ||||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | (2.08 | ) | $ | - | - | $ | (2.25 | ) | |||||||
| Weighted average shares used in computing net loss per share of common stock(1): | ||||||||||||||||
| Basic and diluted | 3,555,474 | - | - | 3,555,474 | ||||||||||||
| (1) | Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The pro forma financial information was prepared in conformity with Article 11 of Regulation S-X. The pro forma financial information for acquisitions was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) and was derived from the audited historical financial statements of the Company and the acquired company.
The pro forma financial information has been prepared by the Company for illustrative and informational purposes only in accordance with Article 11. The pro forma financial information is not necessarily indicative of what the Company’s statement of comprehensive loss or balance sheet actually would have been had the Transaction and other adjustments relating to the Transaction been completed as of the dates indicated or will be for any future periods. The pro forma financial information does not purport to project the Company’s future financial position or results of operations following the completion of the Acquisition.
The Company is still in the process of performing a full review of the acquired companies’ accounting policies to determine if there are any additional material differences that require modification or reclassification of the acquired companies’ revenues, expenses, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the pro forma financial information.
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