8-K/A
KIORA PHARMACEUTICALS INC (KPRX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 18, 2020
EYEGATE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-36672 | 98-0443284 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 271 Waverley Oaks Road<br><br>Suite 108<br><br>Waltham, MA | 02452 |
| (Address of principal executive offices) | (Zip Code) |
(781) 788-9043
(Registrant’s telephone number, including area code)
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(s) | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, $0.01 par value | EYEG | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company 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
On December 21, 2020, EyeGate Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items, that on December 18, 2020, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), by and among the Company and the Sellers named therein (the “Sellers”). Pursuant to the Purchase Agreement, the Company acquired 100% of the outstanding equity interests of Panoptes Pharma Ges.m.b.H. (“Panoptes”) and Panoptes became a wholly-owned subsidiary of the Company. This Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to provide (i) the historical audited financial statements of Panoptes and (ii) the pro forma condensed combined financial information as required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K, respectively. Such financial information was excluded from the Original Form 8-K in reliance on the instructions to such Items.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(a) Financial statements of businesses acquired.
The audited financial statements of Panoptes as of and for the years ended December 31, 2019 and 2018 and the notes related thereto are filed herewith as Exhibit 99.1 and are incorporated herein by reference. The unaudited financial statements of Panoptes as of and for the nine months ended September 30, 2020 and the notes related thereto are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and Panoptes, which include a pro forma condensed combined balance sheet as of September 30, 2020 and pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 and the notes related thereto, are filed herewith as Exhibit 99.4 and are incorporated herein by reference.
(d) Exhibits.
The Company hereby files the following exhibits:
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EYEGATE PHARMACEUTICALS, INC. | |
|---|---|
| By: | /s/ Franz Obermayr |
| --- | --- |
| Franz Obermayr | |
| Acting Chief Executive Officer | |
| Date: March 5, 2021 |
3
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of EyeGate Pharmaceuticals, Inc. (“EyeGate”) on Form S-8 (Nos. 333-241657, 333-202207, 333-209441, 333-216227, 333-223431 and 333-231207) and on Form S-3 (Nos. 333-231204 and 333-234255) of our report dated February 15, 2021, with respect to our audits of the financial statements of Panoptes Pharma Ges.m.b.H as of December 31, 2018 and December 31, 2019 and for the years then ended appearing in the Current Report on Form 8-K/A of EyeGate filed as of March 5, 2021.
| /s/ Diligence Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH |
|---|
| Diligence Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH |
| Vienna, Austria |
| March 5, 2021 |
Exhibit 99.1
Diligence
Wirtschaftsprilfungs- and Steuerberatungsgesellschaft mbH
Panoptes Pharma Ges.m.b.H.
Wien
Long-form Audit Report
on the Financial Statements as
of 31. December 2019
(Translation)
Wedraw attention to the fact that the English translation of this long-form audit report according to section 273 UGB (AustrianCompany Code) is presented for the convenience of the reader only and that the German wording is the only legally binding version.
Ausfertigung: 1
1
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
Tableof Contents
| Page | ||
|---|---|---|
| 1. | Audit contract and performance of the engagement | 1 |
| 2. | Breakdown and description of significant items in the financial statements | 2 |
| 3. | Summary of audit findings | 3 |
| 3.1. | Compliance of the accounting system and the financial statements | 3 |
| 3.2. | Information provided | 3 |
| 3.3. | Adverse changes in the financial position and financial performance and significant losses | 4 |
| 3.4. | Reporting in accordance with section 273 par. 2 and 3 UGB (Austrian Company Code) (exercising the duty to report) | 4 |
| 4. | Auditor's Report | 5 |
Indexof Appendices
| Appendix | |
|---|---|
| Financial Statements | |
| Financial Statements as of 31. December 2019 | |
| Statement of Financial Position as of 31. December 2019 | |
| Income Statement for the Fiscal Year from 1. January to 31. December 2019 | |
| Notes to the Financial Statements | |
| Additional Enclosures | |
| General Conditions of Contract | 01 |
2
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
To the Members of Management of
Panoptes Pharma Ges.m.b.H.,
Wien
We have completed the audit of the financial statements as of 31. December 2019 of
Panoptes Pharma Ges.m.b.H.,
Wien
(referred to as "the Company")
and report on the result of our audit as follows:
1.Audit contract and performance of the engagement
The Company, represented by the management, concluded an audit contract with us to audit the financial statements as of 31. December 2019, including the accounting system pursuant to sections 269 et seqq. UGB (Austrian Company Code).
The Company is a micro corporation pursuant to section 221 UGB (Austrian Company Code).
The audit is a voluntary audit.
The audit included assessing whether the statutory requirements were adhered to concerning the preparation of the financial statements.
We conducted our audit in accordance with the legal requirements and generally accepted standards on auditing as applied in Austria. These standards require that we comply with International Standards on Auditing. An auditor conducting an audit obtains reasonable assurance about whether the financial statements are free from material misstatement. Absolute assurance is not attainable due to the inherent limitations of any accounting and internal control system and due to the sample-based test nature of an audit, there is an unavoidable risk that material misstatements in the financial statements remain undetected. Areas which are generally covered in special engagements were not included in our scope of work.
We performed the audit, with interruptions, from 1^st^ of February 2021 to 15^th^ of February 2021 mainly at our office in Vienna. The audit was substantially completed at the date of this report.
The audit partner responsible for the proper performance of the engagement is Mr Fritz Rech, Austrian Certified Public Accountant.
1
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
Our audit is based on the audit contract concluded with the Company. The "General Conditions of Contract for the Public Accounting Professions" issued by the Austrian Chamber of Auditors and Tax Advisors (refer to Appendix [01]) form an integral part of the audit contract. These conditions of contract do not only apply to the Company and the auditor, but also to third parties. Section 275 UGB (Austrian Company Code) applies with regard to our responsibility and liability as auditors towards the Company and towards third parties.
2.Breakdown and description of significant items in the financial statements
The breakdown and description of all significant financial statement items are included in the notes to the financial statements which were made voluntarily. Therefore, we refer to the respective disclosures made by the management in the notes to the financial statements.
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PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
3.Summary of audit findings
3.1.Compliance of the accounting system and the financial statements
During our audit, we obtained evidence that the statutory requirements and generally accepted accounting principles in Austria have been complied with.
In line with our risk and controls based audit approach and to the extent we considered necessary for the purpose of expressing an opinion, we considered internal controls related to sub processes of the financial reporting process as part of our audit.
With regard to the compliance of the financial statements with all applicable statutory requirements we refer to the auditor's report.
3.2.Information provided
The Company's legal representatives provided all evidence and explanations requested by us. We obtained a representation letter signed by the legal representatives which we included in our working papers.
-3-
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
3.3.Adverse changes in the financial position and financial performance and significant losses
The negative equity increased 2019 to EUR 3,20 m (last year EUR 3,18 m) and the loss of the year decreased to EUR 0,91 m (last year EUR 1,41 m).
Currently there are no sales as the company is researching different methods of therapy for eye diseases. The only revenues are public grants as the Austrian research premium, grants by the City of Vienna or by the FFG. The main expenses are external services by medical institutions in Austria and abroad, labor costs, consultancy fees, costs for searching of investors, rent-, license- and patent costs and travel costs.
These losses were financed 2019 by public grants and equity increases. At the end of the year cash in banks was EUR 0,57 m.
3.4.Reporting in accordance with section 273 par. 2 and 3 UGB (Austrian Company Code) (exercising the duty to report)
During our audit we did not note any facts which indicate a material deterioration of the Company's performance or a material offence of the Company's legal representative/s or its employees against Austrian law. We did not note any material weaknesses in the internal controls over the financial reporting process.
We informed the management that the financial statements meet the requirements for the assumed need of reorganization in accordance with section 22 par. 1 subsec. URG (Austrian Corporate Restructuring Act) and that we noted facts which indicate there could be substantial doubt about the company's ability to continue as a going conern.
-4-
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
4.Auditor's Report
Reporton the Financial Statements
AuditOpinion
We have audited the financial statements of
PanoptesPharma Ges.m.b.H.,
Wien,
These financial statements comprise the statement of financial position as of 31st of December 2019, the income statement for the fiscal year then ended and the notes.
Based on our audit the accompanying financial statements were prepared in accordance with the legal regulations and present fairly, in all material respects, the assets and the financial position of the Company as of 31st of December 2019 and its financial performance for the year then ended in accordance with Austrian Generally Accepted Accounting Principles.
Basisfor Opinion
We conducted our audit in accordance with Austrian Standards on Auditing. Those standards require that we comply with International Standards on Auditing (ISAs). Our responsibilities under those regulations and standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the Austrian General Accepted Accounting Principles and professional requirements and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained until the date of this auditor's report is sufficient and appropriate to provide a basis for our opinion by this date.
Our responsibility and liability as auditor is guided by section 275 par. 2 UGB (Austrian Company Code) (liability regulations for the audit of small and medium-sized companies) and is limited to a total of 2 million Euros towards the Company and towards third parties.
Emphasisof matter
Without expressing a qualified opinion or an adverse opinion or disclaiming an opinion we want to emphasize that the financial statements show a negative equity and that the requirements for the assumed need of reorganization are met. The Company expects for the coming years further losses which have to be financed by the shareholder (increase of equity or subordinated loans). In 2020 the Company suffered a further loss; in December 2020 a new share holder bought all shares of the company and obliged itself to maintain a physical staffed office located in Vienna until at least 31st of December 2021.
-5-
PanoptesPharma Ges.m.b.H.
Long-formAudit Report on the Financial Statements as of 31. Dezember 2019
Responsibilitiesof Management for the Financial Statements
Management is responsible for the preparation of the financial statements in accordance with Austrian Generally Accepted Accounting Principles, for them to present a true and fair view of the assets, the financial position and the financial performance of the Company and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditor'sResponsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Austrian Standards on Auditing, which require the application of ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
| · | identify<br> and assess the risks of material misstatement of the financial statements, whether due<br> to fraud or error, design and perform audit procedures responsive to those risks, and<br> obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.<br> The risk of not detecting a material misstatement resulting from fraud is higher than<br> for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,<br> misrepresentations, or the override of internal control. |
|---|---|
| · | obtain<br> an understanding of internal control relevant to the audit in order to design audit procedures<br> that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br> on the effectiveness of the Company's internal control. |
| --- | --- |
| · | evaluate<br> the appropriateness of accounting policies used and the reasonableness of accounting<br> estimates and related disclosures made by management. |
| --- | --- |
| · | conclude<br> on the appropriateness of management's use of the going concern basis of accounting and,<br> based on the audit evidence obtained, whether a material uncertainty exists related to<br> events or conditions that may cast significant doubt on the Company's ability to continue<br> as a going concern. If we conclude that a material uncertainty exists, we are required<br> to draw attention in our auditor's report to the related disclosures in the financial<br> statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the<br>audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease<br>to continue as a going concern. |
| --- | --- |
-6-
Panoptes Pharma Ges.m.b.H.
Long-form Audit Report on the FinancialStatements as of 31. Dezember 2019
| · | evaluate the overall presentation, structure<br>and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying<br>transactions and events in a manner that achieves fair presentation. |
|---|---|
| Vienna,<br> 15th of February 2021 | |
| --- | --- |
| Diligence<br> Wirtschaftsprüfungs- und Steuer- | |
| Beratungsgesellschaft<br> mbH | |
| /s/<br> Fritz Rech | |
| Mag.<br> Fritz Rech | |
| Beeiddeter<br> Wirtschaftsprüfer und Steuerberater |
This report is a translation of the original report in German, which is solely valid.
Publication or sharing with third parties of the financial statements together with our auditor's opinion is only allowed if the financial statements and the management report are identical with the German audited version. This audit opinion is only applicable to the German and complete financial statements with the management report. Section 281 par. 2 UGB (Austrian Company Code) applies to alternated versions.
-7-
| Court of registration: | Handelsgericht Wien |
|---|---|
| Registration number: | 399293x |
FINANCIALSTATEMENTS
as of December 31, 2019
of
Panoptes Pharma Ges.m.b.H.
HaimerlHörler
Wirtschaftsprüfer Steuerberater GmbH
Linke Wienzeile 4, Stiege 1, 2. DG, Top 13, 1060 Wien
T +43 1 388 00 00
F +43 1 388 00 00-99
https://www.haimerlhoerler.at
TABLEOF CONTENTS
| Engagement<br>and carrying out of the engagement (Compilation Report) | 1 |
|---|---|
| Financial<br>Statements | 2 |
| Balance<br>Sheet as of December 31, 2019 | |
| Profit<br>and Loss Statement from January 1, 2019 to December 31, 2019 | |
| Analysis<br>of Assets as of December 31, 2019 | |
| Notes<br>to the Financial Statements | |
| Explanatory<br>Remarks on the Balance Sheet and the Profit and Loss Statement | 10 |
| Legal<br>Status | 19 |
| Tax<br>Status | 20 |
| General<br>Conditions of Contract for the Public Accounting Professions 2018 | 21 |
Dueto automatic rounding, rounding differences may arise in the addition of figures and percentages.
-8-
Assignment and Execution (Preparation Report)
On behalf of the management of
Panoptes Pharma Ges.m.b.H.
and in accordance with the requirements of the law and the articles of incorporation and in compliance with the principles of proper accounting and reporting as well as the guidelines on the accounting and valuation methods to be applied, we have prepared the interim financial statements for the financial year 1 January 2019 to 31 December 2019 in accordance with the Austrian Commercial Code (UGB), consisting of the balance sheet, income statement and notes.
The basis for the preparation of the interim financial statements were the business documents including inventory (§§ 191 et seq. UGB) and information provided to us by the client, which were not audited or assessed for plausibility by us in accordance with the order, and which were confirmed to be complete and correct.
The preparation of the financial statements was carried out in compliance with the professional opinion KFS/RL 26 ("Principles for the Preparation of Financial Statements") applicable to the preparation of financial statements. Neither an audit, nor a review of the financial statements, nor any other audit or agreed-upon examination procedures were performed, so that consequently no assurance (confirmation) on the financial statements can be given in this regard.
The financial statements prepared by us may only be passed on to third parties if this preparation report is enclosed. In the event that the financial statements prepared by us are passed on to third parties, the statements contained in point 7 of the General Terms and Conditions of Contract for the Public Accounting Professions regarding liability shall also apply to third parties.
The contractual relationship is based on the General Terms and Conditions for the Public Accounting Professions (see Notes).
Vienna, January 28, 2020
Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH Linke Wienzeile 4, Stiege 1, 2. DG, 1060 Vienna
| Franz Haimerl | Gerda Hörler |
|---|---|
| Auditor | Tax Advisor |
| and Tax Advisor | |
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 1 |
| --- | --- |
FinancialStatements
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 2 | |
|---|---|---|
| Balance Sheet | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | ||
| Assets | 2019-12-31 | 2018-12-31 |
| --- | --- | --- |
| T | ||
| A. Fixed Assets | ||
| I. Intangible assets | ||
| 1. Software | ||
| II. Tangible assets | ||
| 1. Tools and equipment | ||
| B. Current Assets | ||
| I. Accounts receivable and other assets | ||
| 1. Accounts receivable - trade | ||
| thereof with a remaining maturity of more than one year | ||
| 2. Other receivables and assets | ||
| II. Bank balances | ||
| C. Prepayments and accrued income | ||
| Total assets |
All values are in Euros.
| Shareholder's equity and liabilities | 2019-12-31 | 2018-12-31 |
|---|---|---|
| T | ||
| A. Negative Capital | ||
| I. Nominal capital called | ||
| Nominal capital | ||
| Capital paid in | ||
| II. Capital reserves | ||
| 1. not appropriated | ||
| III. Balance Sheet Loss | ||
| thereof loss carried forward from the previous years | ||
| B. Provisions | ||
| 1. Other provisions | ||
| C. Investments from silent partners | ||
| D. Liabilities | ||
| 1. Accounts payabale - Trade | ||
| thereof with a remaining maturity of up to one year | ||
| thereof with a remaining maturity of more than one year | ||
| 2. Other liabilities | ||
| thereof taxes | ||
| thereof social security | ||
| thereof with a remaining maturity of up to one year | ||
| thereof with a remaining maturity of more than one year | ||
| thereof with a remaining maturity of up to one year | ||
| thereof with a remaining maturity of more than one year | ||
| Total shareholder's equity and liabilities |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 3 | ||
|---|---|---|---|
| Profit<br>and Loss Statement | |||
| --- | --- | ||
| Panoptes Pharma Ges.m.b.H. | from<br>January 1, 2019 to December 31, 2019 | ||
| 2019 | 2018 | ||
| --- | --- | --- | --- |
| T | |||
| 1. | Other operating income | ||
| 2. | Costs of materials and other purchased services | ||
| a) Costs of materials | |||
| b) Costs of purchased services | |||
| 3. | Personnel expenses | ||
| a) Wages and salaries | |||
| b) Social security expenses | |||
| 4. | Depreciation and amortization | ||
| a) on intangible and tangible fixed assets | |||
| 5. | other operating expenses | ||
| 6. | Subtotal no. 1 to 5 (Operating profit) | ||
| 7. | other interest and similar income | ||
| 8. | Interest payable and similar expenses | ||
| 9. | Subtotal no. 7 to 8 (Financial result) | ||
| 10. | Earnings before taxes (Total no. 6 and no. 9) | ||
| 11. | Taxes on income | ||
| 12. | Earnings after tax | ||
| 13. | Net loss for the year | ||
| 14. | Release of capital reserves | ||
| 15. | Loss carried forward from the previous year | ||
| 16. | Balance sheet loss |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 4 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Panoptes Pharma Ges.m.b.H. | Analysis of Assets | |||||||||||
| --- | --- | |||||||||||
| Purchase/Production<br> costs | Accumulated depreciation | Net asset values | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Status | Additions | Disposals | Repostings | Status | Status | Depreciation | Write-ups | Disposals | Status | Status | Stand | |
| 2019-01-01 | 2019-12-31 | 2019-01-01 | 2019-12-31 | 2019-01-01 | 2019-12-31 | |||||||
| A. Fixed assets | ||||||||||||
| I. Intangible assets | ||||||||||||
| 1. Software | ||||||||||||
| II. Tangible assets | ||||||||||||
| 1. Tools and equipment | ||||||||||||
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 5 |
|---|
| Panoptes Pharma Ges.m.b.H. | Notes |
|---|
1.Accounting and valuation methods
1.1.General principles
The annual financial statements were prepared in accordance with the provisions of Sections 189 et seq. of the Austrian Commercial Code (UGB) in accordance with generally accepted accounting principles and in compliance with the general standard of providing the most accurate possible rendition of net assets, the financial position and operating results of the company.
The annual financial statements were drawn up in compliance with the principle of completeness in accordance with statutory provisions.
When assessing the individual assets and liabilities, the principle of individual valuation was taken into account and a going concern assumed.
The principle of prudence was taken into account by showing only the profits realized on the balance sheet date. All identifiable risks and imminent losses have been taken into account – insofar as legally required.
1.2.Capital assets
Intangibleassets
Acquired intangible assets were valued at cost less scheduled depreciation.
Depreciation was calculated on a straight-line basis.
The following useful lives were based on scheduled depreciation:
| Useful<br> life <br><br> in years | |||
|---|---|---|---|
| Software | 3.00 | - | 5.00 |
Tangibleassets
The tanglible assets were valued at acquisition or production cost, which was reduced by the scheduled depreciation. Low-value assets up to a value of !EUR 400,00 were fully written off in the year of acquisition.
Depreciation was calculated on a straight-line basis over the expected useful life in years.
The following useful lives were based on scheduled depreciation:
| Useful<br> life <br><br> in years | |||
|---|---|---|---|
| Tools<br> and equipment | 3.00 | - | 5.00 |
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 6 | ||
| --- | --- |
| Panoptes Pharma Ges.m.b.H. | Notes |
|---|
1.3.Current assets
Receivablesand other assets
The receivables and other assets have been estimated at nominal value.
Foreign currency receivables were valued at the rate at which they were incurred or at the lower exchange rate on the balance sheet date.
1.4.Provisions
Otherprovisions
In accordance with the prudence principle, other provisions took into account all risks identifiable at the time of drawing up the balance sheet and the amount of or reason for contingent liabilities with the amounts which, according to the best possible estimate, may have to be used to settle the obligation. All provisions have a term of less than one year.
Provisions with a remaining term of more than one year were discounted at an interest rate of 1.50 % (previous year: 1.50 %).
1.5.Liabilities
Liabilities were stated at their settlement amount.
1.6.Currency conversion
Foreign currency receivables were valued at the acquisition cost or the lower foreign exchange rate as at balance sheet date.
Foreign currency liabilities were valued at the acquisition cost or the lower foreign exchange rate as at balance sheet date.
1.7.Changes in accounting and valuation methods
The accounting and valuation methods used until now have also been retained in the preparation of the present annual financial statements.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 7 |
|---|
| Panoptes Pharma Ges.m.b.H. | Notes |
|---|
2.Explanations of the balance sheet and the income statement
2.1.General information
Capitalassets
The development of the individual items of fixed assets and the breakdown of the annual depreciation by individual item are shown in the attached schedule of assets.
Negativeequity
The management of the company comments as follows on the question of whether there is over-indebtedness under insolvency law:
The object of the company is the development of new drugs, as a result of which losses are incurred as planned in the years of development activity. These losses have led to the reported negative equity. The development activities are financed by subsidies from the shareholders, forms of financing similar to equity (e.g. silent partners), as well as public subsidies and loans. With the current liquid funds, the company is fully financed until the end of October 2020.
Further capital measures on the part of the shareholders are necessary for the positive continuation of the company. These capital measures were discussed with the shareholders prior to the adoption of the annual financial statements. The commitments made by the shareholders are binding to the extent that it can be assumed that the company will continue as a going concern. The accounting over-indebtedness reported in the annual financial statements therefore does not constitute over-indebtedness within the meaning of insolvency law. It is therefore assumed that the company will continue to be accounted for as a going concern.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 8 |
|---|
| Panoptes Pharma Ges.m.b.H. | Notes |
|---|
3.Other Information
3.1.Events after the balance sheet date
The global outbreak of coronavirus (COVID-19) and related containment measures, have containment measures, are having a significant impact on global economic development and are leading todeclining financial, goods and services markets. The extent and duration of the economicand duration of the economic impact cannot be reliably estimated from today's perspective.
However, it can be stated that COVID-19 will have a negative impact on research activities, especially clinical trials. COVID-19 is causing difficulties in the conduct of clinical trials. The time delays have not yet been made up. As a result, the search for investors for the required financing rounds has also been made considerably more difficult.
In addition, no events of material significance for the company have occurred after the balance sheet date as of December 31, 2019, which are neither recognized in the income statement nor in the balance sheet.
3.2.Organs and employees of society
The average number of employees during the financial year 2019 is 6 (previous year: 4).
SignatureAnnual Financial Statements
These financial statements, consisting of the balance sheet and the income statement, have been prepared and signed below.
| 15/02/2021 /s/ Gerda Hörler | |
|---|---|
| Date, Signatures of the managing directors | |
| 15/02/2021<br> /s/ Franz Haimerl | |
| --- | |
| Date, Signatures of the managing directors | |
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 9 |
| --- | --- |
Di l i g e n c e
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH
Panoptes Pharma Ges.m. b. H.
Vienna
Report on the Audit of the
Financial Statements as of
31 December 2018
Copy: 1
PanoptesPharma Ges.m.b.H.
Reporton the Audit of the Financial Statements as of 31 December 2018
Listof Contents
| Page | ||
|---|---|---|
| 1. | Assignment Contract and Execution of the Assignment | 1 |
| 2. | Breakdown and explanation of significant items in the financial statements | 3 |
| 3. | Summary of the results of the audit | 4 |
| 3.1. | Findings on the legality of the accounting records, annual financial statements and management report | 4 |
| 3.2. | Information provided | 4 |
| 3.3. | Adverse proceedings of the net assets, financial position and results of operations and material losses | 4 |
| 3.4. | Opinion on facts under § 273 para 2 and para 3 UGB (Reporting duty) | 5 |
| 4. | Audit Certificate | 6 |
Listof attachments
| Financial Statements | **** |
|---|---|
| Financial<br>statements as of 31 December 2018 | **** |
| Balance<br>sheet 31 December 2018 | I |
| Profit<br>and loss account for the financial year 2018 | II |
| Notes<br>for the business year 2018 | III |
| Otherattachments | **** |
| Termsof contract 01 | 01 |
PanoptesPharma Ges.m.b.H.
Reporton the Audit of the Financial Statements as of 31 December 2018
To the Management of
Panoptes Pharma Ges.m.b.H.,
Vienna
We have completed the audit of the financial statements as of 31 December 2018 of
PanoptesPharma Ges.m.b.H.,
Vienna
(hereinafter also referred to as the “Company”)
and provide the following report on the results of this audit:
| 1. | Audit contract and performance of the audit |
|---|
By shareholder resolution of 28 May 2019, we were appointed as auditors for the financial year 2018. The Company, represented by the management, entered into an audit agreement on the audit of the financial statements as of 31 December 2018, including the accounting and the management report in accordance with secs 269 et seqq. UGB (Austrian Commercial Code, Unternehmensgesetzbuch).
The Company is a very small company in terms of Sec 221 UGB. The present audit is a voluntary audit.
This audit concerns whether statutory provisions were observed in the preparation of the financial statements and the accounting.
In performing our audit, we complied with statutory laws and regulations applicable in Austria and with auditing standardsgenerally accepted in the profession. These standards require the application of International Standards on Auditing. We draw attention to the fact that the audit of the financial statements is intended to provide reasonable assurance that the financial statements are correct. Absolute assurance cannot be obtained because the possibility of error is inherent in any internal control system and because, based on our audit of the financial statements using random sampling, there is an unavoidable risk that material misstatements may remain undetected. The audit did not cover areas that are usually the subject of special audits.
We performed the audit with interruptions in the time period from 21 June to 28 June 2019 (with interruptions), mainly in the offices of the Company. The audit was substantively completed on the date of this report.
Mr. Mag. Fritz Rech, Auditor, is responsible for the proper performace of the contract.
The basis for our audit is the audit contract entered into with the Company, of which the “General Terms and Conditions for Audits of Financial Statements/Auditing Professions” (Attachment 01) form an integral part. These terms apply not only between the Company and the auditor, but also towards third parties.
Sec 275 UGB applies to our responsibility and liability as auditor towards the Company and third parties.
Our responsibility and liability applies only to you as principal and is expressly excluded vis-à-vis third parties. For proven financial losses due to a grossly negligent breach of duty during the audit, our liability is limited to EUR 2.0 million in analogy to § 274 (2) UGB (liability regulation for the audit of the financial statements of a small or medium-sized company). The objective limitation period of 5 years pursuant to § 275 para 5 UGB shall apply. In accordance with the regulation in the General Conditions of Contract for the Public Accounting Professions (AAB), our liability for slight negligence in voluntary audits is excluded. Since our report is prepared exclusively on behalf of and in the interest of you as the client, it does not form the basis for any reliance by third parties on its contents. Claims by third parties can therefore not be derived.
| 2. | Breakdown and explanation of significant items in the financial statements |
|---|
All necessary breakdowns and explanations of significant items in the financial statements are contained in the notes to the financial statements. We therefore refer to the requisite disclosures by the management in the notes to the financial statements.
| 3. | Summary of the audit results |
|---|---|
| 3.1 | Findingson the legality of the accounting records and financial statements |
| --- | --- |
In our audit procedures, we determined compliance with the statutory provisions supplementary provisions of the Articles of Association and the principles of proper accounting.
As part of our risk- and control-oriented audit approach, we included - to the extent we considered necessary for our audit opinion
- internal controls in sub-areas of the accounting process in the audit.
With regard to the legality of the annual financial statements, we refer to our comments in the auditor's report.
| 3.2 | Information provided |
|---|
The legal representative provided the information and evidence we requested. We have included in our files a representation letter signed by the legal representative.
| 3.3 | Adverse changes in net assets, financial position and results of operations and significant losses |
|---|
The negative equity increased from MEUR 2.41 to MEUR 3.18 in 2018. The net loss for the year 2018 is MEUR 1.41.
The Company currently generates no turnover, since it is still researching different methods for the treatment of eye diseases. The only income currently generated is essentially public grants such as the research grant or FFG subsidies. The main expense items are external services from medical institutions in Germany and abroad, personnel and management expenses, legal and consulting expenses and investor search expenses.
To date, these losses have been financed by public grants, the conclusion of silent partnerships, capital increases and by taking out long-term loans. A capital increase has already taken place in 2019. Furthermore, public subsidies were again granted.
The first revenues are expected to be generated from the early 20s.
| 3.4 | Statement of facts pursuant to § 273 para 2 and para 3 UGB (reporting duties) |
|---|
In the performance of our duties as auditors, we have not ascertained any facts which could have a material adverse effect on the development of the audited company or which reveal serious violations of the law or the articles of association by the legal representatives or employees. No material weaknesses in the internal control over the financial reporting process have come to our attention. The requirements for the presumption of a need for reorganization (§22 para 1 subpara 1 URG) are met: Equity ratio; negative, notional debt repayment period: not calculable.
With regard to the established facts that endanger the existence of the audited company and that the conditions for the presumption of a need for reorganization exist, we have issued a written statement to the managing directors and informed all shareholders.
| 4. | Audit certificate |
|---|
Reporton the annual financial statement
AuditOpinion
We have audited the annual financial statements of
PanoptesPharma Ges.m.b.H.,
Vienna
consisting of the balance sheet as of 31 December 2018, the profit and loss statement for the business year ending on this date and the notes.
In our opinion, the accompanying financial statements comply with legal requirements and present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and of its financial performance for the year then ended in accordance with Austrian Generally Accepted Accounting Principles.
Highlightingof a matter
Without qualifying or modifying the auditor's report, we draw attention to the fact that the Company also has negative equity as of the balance sheet date - as in previous years - and that the conditions for the presumption of a need for reorganization exist. The Company expects to continue to incur net losses in the coming years, which are to be financed by various capital measures on the part of the owners, public subsidies and the raising of further debt capital. A capital increase has already been carried out in 2019 and public subsidies have been granted. The company's planning provides for sufficient cash and cash equivalents to cover the planned losses until mid-2020. Thereafter, the company would need to be provided with further cash and cash equivalents in order to secure its continued existence. Management believes that this should be possible based on the experience of recent years, the state of research, and discussions with equity and debt investors.
In the event that the aforementioned measures are not taken by the providers of equity and debt capital, the continued existence of the Company is at risk.
Basisfor the audit opinion
We conducted our audit in accordance with Austrian Generally Accepted Auditing Standards. These standards require the application of International Standards on Auditing (ISA). Our responsibilities under these provisions and standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report. We are independent of the Company in accordance with Austrian Generally Accepted Accounting Principles and professional requirements and we have fulfilled our other professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Our responsibility and liability applies only to you as the client and is expressly excluded with respect to third parties. For proven financial losses due to a grossly negligent breach of duty during the audit, our liability is limited to EUR 2.0 million analogously to § 275 para 2 UGB (liability regulation for the audit of the financial statements of a small or medium-sized company). The objective limitation period of 5 years pursuant to Section 275 para 5 UGB shall apply. In the sense of the regulation in the General Terms and Conditions of Contract for Accounting Professions (AAB), our liability for slight negligence in voluntary audits is excluded.
Responsibilitiesof the legal representatives for the annual financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Austrian Generally Accepted Accounting Principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditor'sResponsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Austrian Generally Accepted Auditing Standards, which require the application of ISAs, will always detect a material misstatement, if any. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Austrian Generally Accepted Auditing Standards, which require the application of ISAs, we exercise professional judgment and maintain a critical attitude throughout the audit.
In addition:
| · | We<br> identify and assess the risks of material misstatement of the financial statements, whether<br> due to fraud or error, design and perform audit procedures responsive to those risks,<br> and obtain audit evidence that is sufficient and appropriate to provide a basis for our<br> opinion. The risk that a material misstatement resulting from fraudulent activities is<br> not detected is higher than one resulting from error, since fraudulent activities may<br> involve fraudulent collaboration, forgeries, intentional incompleteness, misleading statements<br> or the discontinuation of internal controls. |
|---|---|
| · | We<br> obtain an understanding of the internal control system relevant for the audit, in order<br> to plan audit activities that are adequate to the circumstances, but not with the goal<br> of providing an audit opinion on the efficacy of the internal control system of the Company. |
| --- | --- |
| · | We<br> evaluate the appropriateness of accounting policies used by management and the reasonableness<br> of accounting estimates and related disclosures made by management. |
| --- | --- |
| · | We<br> conclude on the appropriateness of the legal representatives' use of the going concern<br> basis of accounting and, based on the audit evidence obtained, whether a material uncertainty<br> exists related to events or conditions that may cast significant doubt on the Company's<br> ability to continue as a going concern. If we conclude that a material uncertainty exists,<br> we are required to draw attention in our auditor's report to the related disclosures<br> in the financial statements or, if such disclosures are inadequate, to modify our opinion.<br> We draw our conclusions based on the audit evidence obtained up to the date of our audit<br> opinion. However, future events or conditions may cause the Company to cease to continue<br> as a going concern. |
| --- | --- |
| · | We<br> evaluate the overall presentation, structure and content of the financial statements,<br> including the disclosures, and whether the financial statements represent the underlying<br> transactions and events in a manner that achieves fair presentation. |
| --- | --- |
Vienna, this 28 June 2019
Diligence Wirtschaftsprüfungs- und Steuer-
beratungsgesellschaft mbH
Mag. Fritz Rech
Certified public accountant and tax advisor
(BeeideterWirtschaftsprüfer und Steuerberater)
[Seal]
[Disclaimer]
| Company<br> Register: | Commercial<br> Court Vienna |
|---|---|
| Company<br> Register No: | 399293x |
FINANCIALSTATEMENT
as of 31 December 2018
of
PanoptesPharma Ges.m.b.H.
HaimerlHörler
WirtschaftsprüferSteuerberater GmbH
Linke Wienzeile 4, Stiege 1, 2. DG, Top 13, 1060 Wien
T +43 1 388 00 00
F +43 1 388 00 00-99
Assignment and Execution (Preparation Report)
On behalf of the management of
Panoptes Pharma Ges.m.b.H.
and in accordance with the requirements of the law and the articles of incorporation and in compliance with the principles of proper accounting and reporting as well as the guidelines on the accounting and valuation methods to be applied, we have prepared the interim financial statements for the financial year 1 January 2019 to 31 December 2018 in accordance with the Austrian Commercial Code (UGB), consisting of the balance sheet, income statement and notes.
The basis for the preparation of the interim financial statements were the business documents including inventory (§§ 191 et seq. UGB) and information provided to us by the client, which were not audited or assessed for plausibility by us in accordance with the order, and which were confirmed to be complete and correct.
The preparation of the financial statements was carried out in compliance with the professional opinion KFS/RL 26 ("Principles for the Preparation of Financial Statements") applicable to the preparation of financial statements. Neither an audit, nor a review of the financial statements, nor any other audit or agreed-upon examination procedures were performed, so that consequently no assurance (confirmation) on the financial statements can be given in this regard.
The financial statements prepared by us may only be passed on to third parties if this preparation report is enclosed. In the event that the financial statements prepared by us are passed on to third parties, the statements contained in point 7 of the General Terms and Conditions of Contract for the Public Accounting Professions regarding liability shall also apply to third parties.
The contractual relationship is based on the General Terms and Conditions for the Public Accounting Professions (see Notes).
Vienna, this 28 June 2019
Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH
Linke Wienzeile 4, Stiege 1, 2. DG, 1060 Vienna
| Franz<br> Haimerl | Gerda<br> Hörler |
|---|---|
| Certified<br> Auditor (Wirtschaftsprüfer) | Tax<br> Advisor |
| and<br> Tax Advisor (Steuerberater) | (Steuerberaterin) |
FinancialStatement
Listof Contents
| Assignment<br> and Execution of the Assignment (Audit Report) | 1 | |
|---|---|---|
| Financial<br> Statements | 2 | |
| Balance<br> Sheet as of 31 December 2018 | ||
| Income<br> Statement 1 January 2018 to 31. December 2018 | ||
| Overview<br> of Assets | ||
| Notes | ||
| General<br> Terms and Conditions for Public Accounting Professions 2018 | ||
| Balance Sheet | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | ||
| Assets | 31.12.2018 | 31.12.2017 |
| --- | --- | --- |
| T | ||
| A. Fixed Assets | ||
| I. Intangible assets | ||
| 1. Software | ||
| II. Property, plants and equipment | ||
| 1. Office furniture and equipment | ||
| B. Current Assets | ||
| I. Accounts receivable and other assets | ||
| 1. Other receivables and assets | ||
| II. Cash at bank | ||
| C. Deferred Items | ||
| Total assets |
All values are in Euros.
| Liabilities | 31.12.2018 | 31.12.2017 |
|---|---|---|
| T | ||
| A. NegativeEquity | ||
| I.<br>Called-up nominal capital | ||
| subscribedshare capital | ||
| nominalcapital paid up | ||
| II.<br>Capital reserves | ||
| 1.<br>Unrestricted capital reserves | ||
| III.<br>Net loss | ||
| ofwhich loss carried forward | ||
| B. Reserves | ||
| 1.<br>Other reserves | ||
| C. Contributionsfrom silent partners | ||
| D. Liabilities | ||
| 1.<br>Trade accounts payable | ||
| ofwhich with a residual term of up to one yea | ||
| 2.<br>Other liabilities | ||
| ofwhich from taxes | ||
| ofwhich from social security | ||
| ofwhich with a residual term of up to one year | ||
| ofwhich with a residual term of more than one year | ||
| ofwhich with a residual term of up to one year | ||
| ofwhich with a residual term of more than one year | ||
| Totalliabilities |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Seite 2 | ||
|---|---|---|---|
| Gewinn- und Verlustrechnung | |||
| --- | --- | ||
| Panoptes Pharma Ges.m.b.H. | From 1 January 2018 to 31 December 2018 | ||
| vom<br> 1. Jänner 2019 bis 31. Dezember 2019 | |||
| 2018 | 2017<br><br>T | ||
| --- | --- | --- | --- |
| 1. | Otheroperating income | ||
| 2. | Costsof materials and other purchased services | ||
| a)<br>Costs of materials | |||
| b)<br>Costs of purchased services | |||
| 3. | Personnelexpenses | ||
| a)<br>Wages and salaries | |||
| ofwhich salaries of management | |||
| b)<br>Social security expenses | |||
| Ofwhich ancillary salary costs management | |||
| 4. | Depreciationand amortization | ||
| a) <br>on intangible and tangible fixed assets | |||
| 5. | otheroperating expenses | ||
| 6. | Subtotalof items 1 through 5 (operating result) | ||
| 7. | otherinterest and similar income | ||
| 8. | interestand similar expenses | ||
| 9. | Subtotalof items 7 through 8 (financial result) | ||
| 10. | Earningsbefore taxes (sum of items 6 and 9) | ||
| 11. | Taxeson income | ||
| 12. | Profitafter tax | ||
| 13. | Netloss for the year | ||
| 14. | Losscarried forward from the previous year | ||
| 15. | Accumulatedloss |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Page 3 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Panoptes Pharma Ges.m.b.H. | List of Assets | |||||||||||
| --- | --- | |||||||||||
| Acquisition/production<br> costs | Accumulated<br>depreciation | Book<br> values | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Status | Additions | Disposals | Reclassifications | Status | Status | Depreciation | Allocations | Disposals | Status | Status | Stand | |
| 2019-01-01 | 31.12.2018 | 01.01.2018 | 31.12.2018 | 01.01.2018 | 31.12.2018 | |||||||
| A.<br>Fixed assets | ||||||||||||
| I.<br>Intangible assets | ||||||||||||
| 1.<br>Software | ||||||||||||
| II.<br>Property, plant and equipment | ||||||||||||
| 1.<br>Office furniture and equipment | ||||||||||||
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Seite 4 |
|---|---|
| Panoptes Pharma Ges.m.b.H. | Notes |
| --- | --- |
General
The annual financial statements have been prepared in accordance with the provisions of the Austrian Commercial Code (Unternehmensgesetzbuch) as amended, observing generally accepted accounting principles and the general requirement to present a true and fair view of the net assets, financial position and results of operations of the company.
The income statement has been prepared using the total cost method.
Size categories pursuant to Section 221 (1) to (3) UGB with reference to Section 221 (4) UGB
By the Austrian Accounting Amendment Act 2014 (*Rechnungslegungs-Änderungsgesetz 2014) (*BGB. I 2015/22) the corporate size classes were changed.
The company is considered to be a very small corporation in the financial year.
Balance sheet totals as of the reporting date:
| Very<br> small<br><br> <br>corporation | Small<br><br> <br>corporation | Medium-sized<br> <br><br>corporation | Large<br> <br><br>corporation | |
|---|---|---|---|---|
| Up to EUR 350.000 | over<br><br> <br>EUR 350.000 - 5 Mio | over<br><br> <br>EUR 5 Mio - 20 Mio | over EUR 20 Mio | |
| Financial<br> year | X | |||
| Prev.<br> year | X | |||
| Year<br> before that | X |
Total sales as of the balance sheet date:
| Very<br> small<br><br> <br>corporation | Small<br><br> <br>corporation | Medium-sized<br> <br><br>corporation | Large<br> <br><br>corporation | |
|---|---|---|---|---|
| upEUR 700.000 | over<br><br> <br>EUR 700.000 - 10 Mio | over<br><br> <br>EUR 10 Mio - 40 Mio | over EUR 40 Mio | |
| Financial<br> year | X | |||
| Prev.<br> year | X | |||
| Year<br> before that | X |
Average number of employees in the financial year:
| Very<br> small<br><br> <br>corporation | Small<br><br> <br>corporation | Medium-sized<br> <br><br>corporation | Large<br> <br><br>corporation | |
|---|---|---|---|---|
| Up to 10 | over 10 bis 50 | over 50 bis 250 | over 250 | |
| Financial<br> year | X | |||
| Prev.<br> year | X | |||
| Year<br> before that | X | |||
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 5 | |||
| --- | --- | |||
| Panoptes Pharma Ges.m.b.H. | Notes | |||
| --- | --- | |||
| 1. | Accounting and valuation methods | |||
| --- | --- |
| 1.1. | General principles |
|---|
The annual financial statements have been prepared in accordance with the provisions of §§ 189 ff of the Austrian Commercial Code (UGB), taking into account the principles of proper accounting, as well as the general standard of presenting as true and fair a view as possible of the company's net assets, financial position and results of operations.
In preparing the annual financial statements, the principle of completeness was observed in accordance with the statutory regulations.
In the valuation of the individual assets and liabilities, the principle of individual valuation was observed and a going concern was assumed.
The principle of prudence was observed in that only profits realized on the balance sheet date were recognized. All identifiable risks and impending losses have been taken into account to the extent required by law.
| 1.2. | Fixed assets |
|---|
Intangible fixed assets
Acquired intangible assets have been valued at acquisition cost less scheduled amortization.
Amortization was calculated using the straight-line method.
The following useful lives were used as the basis for scheduled amortization:
| Useful<br> life <br><br> in years | |||
|---|---|---|---|
| Software | 3,00 | - | 5,00 |
Property, plant and equipment
Depreciable tangible assets were valued at acquisition or production cost, reduced by scheduled depreciation. Low-value assets up to a value of EUR 400.00 were written off in full in the year of acquisition.
Scheduled depreciation was charged on a straight-line basis over the expected useful life.
The following useful lives were used as a basis for scheduled depreciation:
| Useful<br> life <br><br> in years | |||
|---|---|---|---|
| Operating<br>and office equipment | 3,00 | - | 5,00 |
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 6 | ||
| --- | --- | ||
| Panoptes Pharma Ges.m.b.H. | Notes | ||
| --- | --- | ||
| 1.3. | Current Assets | ||
| --- | --- |
Receivables and other assets
Receivables and other assets are stated at nominal value.
Receivables denominated in foreign currencies have been valued at the lower of the exchange rate at the date of the transaction or the selling rate at the balance sheet date.
| 1.4. | Reserves |
|---|
Other reserves
In accordance with the principle of prudence, all risks identifiable at the time the balance sheet was prepared and all liabilities of uncertain amount or nature were recognized in other reserves at the amounts which, according to the best possible estimate, would have to be expended in order to settle the obligation.
Reserves with a remaining term of more than one year were discounted at an interest rate of 1.5% (previous year: 1.5%).
| 1.5. | Liabilities |
|---|
Liabilities were stated at their settlement amount.
| 1.6. | Currency conversion |
|---|
Receivables denominated in foreign currencies were valued at the lower of the acquisition rate or the foreign exchange buying rate at the balance sheet date.
Liabilities denominated in foreign currencies were valued at the higher of the acquisition rate or the selling rate at the balance sheet date.
| 1.7. | Changes in accounting an valuation methods |
|---|
The accounting and valuation methods previously applied have been retained in the preparation of these financial statements.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 7 |
|---|---|
| Panoptes Pharma Ges.m.b.H. | Notes |
| --- | --- |
| 2. | Notes to the balance sheet and income statement |
| --- | --- |
| 2.1. | Notes to the balance sheet |
|---|
Fixed assets
The development of the individual fixed asset items and the breakdown of annual depreciation by individual items are shown in the attached statement of changes in fixed assets.
Negative Equity
The management of the Company comments as follows on the question of whether there is over-indebtedness under insolvency law within the meaning of the German Insolvency Act:
The object of the company is the development of new drugs, as a result of which losses are incurred as planned in the years of development activity. By a capital increase passed on 28 May 2019, the Company was granted additional equity in the amount of EUR 880,000.00. The payment of these EUR 880,000.00 will be effected in the months June and July. According to the development plan, the Research and Development activities of the Company are fully financed up to the end of June 2020. The business will be able to continue its business activities in this forecast period and observe its payment obligations. The continued existence of the Company is thus not at risk and the development corresponds to the expected planning (business and/or financial plan) The over-indebtedness reported in the financial statements does not constitute over-indebtedness in terms of insolvency law.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | 8 |
|---|
| 3. | Other disclosures |
|---|---|
| 3.1. | Governing bodies and employees of the company |
| --- | --- |
The average number of employees during the financial year 2019 is 4 (previous year: 3).
Signing of annual financial statements
These financial statements, consisting of the balance sheet and income statement, have been prepared and signed below.
Vienna, this 28 June 2019
| Signatures<br>of the managing directors |
|---|
Exhibit 99.2
Interim
Statement
| Balance Sheet | ||
|---|---|---|
| Panoptes Pharma Ges.m.b.H. | ||
| Assets | 30.09.2020 | 31.12.2019 |
| --- | --- | --- |
| T | ||
| A. Fixed Assets | ||
| I. Intangible assets | ||
| 1. Software | ||
| II. Property, plants and equipment | ||
| 1. Office furniture and equipment | ||
| B. Current Assets | ||
| I. Accounts receivable and other assets | ||
| 1. Accounts receivable trade | ||
| of which with a residual term of more than one year | ||
| 2. Other receivables and assets | ||
| of which with a residual term of more than one year | ||
| II. Cash at banks | ||
| C. Deferred items | ||
| Total assets |
All values are in Euros.
| Liabilities | 30.09.2020 | 31.12.2019 |
|---|---|---|
| T | ||
| A. Negative Equity | ||
| I. Called-up nominal capital | ||
| subscribed share capital | ||
| nominal capital paid up | ||
| II. Net loss | ||
| Of which loss carried forward | ||
| B. Reserves | ||
| 1. Other reserves | ||
| C. Contributions from silent partners | ||
| D. Liabilities | ||
| 1. Trade accounts payabale | ||
| of which with a residual term of up to one year | ||
| of which with a residual term of more than one year | ||
| 2. other liabilities | ||
| of which from taxes | ||
| of which from social security | ||
| of which with a residual term of up to one year | ||
| of which with a residual term of up to one year | ||
| of which with a residual term of more than one year | ||
| Total liabilities |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Seite 2 | ||
|---|---|---|---|
| Income Statement | |||
| --- | --- | ||
| Panoptes Pharma Ges.m.b.H. | vom 1. January 2020<br> to 30. Sept. 2020 | ||
| 2020 | 2019 | ||
| --- | --- | --- | --- |
| T | |||
| 1. | Other operating income | ||
| 2. | Costs of materials and other purchased services | ||
| a) Costs of materials | |||
| b) Costs of purchased services | |||
| 3. | Personnel expenses | ||
| a) Wages and salaries | |||
| of which salaries of management | |||
| b) Social security expenses | |||
| 4. | Depreciation and amortization | ||
| a) on intangible and tangible fixed assets | |||
| 5. | other operating expenses | ||
| 6. | Subtotal of items 1 through 5 (operating result) | ||
| 7. | other interest and similar income | ||
| 8. | interest and similar expenses | ||
| 9. | Subtotal of items 7 through 8 (financial result) | ||
| 10. | Earnings before taxes (sum of items 6 and 9) | ||
| 11. | Taxes on income | ||
| 12. | Profit after tax | ||
| 13. | Net loss for the year | ||
| 14. | Release of capital reserves | ||
| 15. | Loss carried forward from the previous year | ||
| 16. | Accumulated loss |
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Page 3 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Panoptes Pharma Ges.m.b.H. | List of fAssets | |||||||||||
| --- | --- | |||||||||||
| Acquisition/production<br> costs | Accumulated<br> depreciation | Book values | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Status | Additions | Disposals | Reclassifications | Status | Status | Depreciation | Allocations | Disposals | Status | Status | Stand | |
| 01.01.2020 | 30.09.2020 | 01.01.2020 | 30.09.2020 | 01.01.2020 | 30.09.2020 | |||||||
| A. Fixed assets | ||||||||||||
| I. Intangible assets | ||||||||||||
| 1. Software | ||||||||||||
| II. Property, plant and<br> equipment | ||||||||||||
| 1. Office furniture and<br> equipment | ||||||||||||
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer Steuerberater GmbH | Page 4 |
|---|
Notes on the BalanceSheet and IncomeStatement
| Notes on the balance sheet and income | |
|---|---|
| Panoptes Pharma Ges.m.b.H. | statement |
1 Notes on the balance sheet and income statement
| Assets | |||||
|---|---|---|---|---|---|
| A. Fixed Assets | |||||
| I. Intangible Assets | |||||
| Changes in book value: | |||||
| EUR | |||||
| Status 01.01.2020 | 0,00 | ||||
| Status 30.09.2020 | 0,00 | ||||
| Composition: | |||||
| --- | --- | --- | |||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Website | 0,00 | 0,00 | |||
| II. Property, Plant and Equipment | |||||
| --- | --- | ||||
| Changes in book value: | |||||
| EUR | |||||
| Status 01.01.2020 | 451,79 | ||||
| Addition | 2 284,15 | ||||
| Depreciation and amortization | -1 062,30 | ||||
| Status 30.09.2020 | 1 673,64 | ||||
| Composition: | |||||
| --- | --- | --- | |||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Office equipment, computer systems | 1 673,64 | 451,79 | |||
| Haimerl Hörler Wirtschaftsprüfer<br> Steuerberater GmbH | 5 | ||||
| --- | --- | ||||
| Notes on the balance sheet and income | |||||
| --- | --- | ||||
| Panoptes Pharma Ges.m.b.H. | statement | ||||
| B. Current assets | |||||
| --- | --- | --- | |||
| 1. Accounts receivable trade | |||||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Creditors with debit accounts | 396,03 | 4 300,00 | |||
| I. Receivables and other assets | |||||
| --- | |||||
| 2. Other receivables and assets | |||||
| Composition: | |||||
| --- | --- | --- | |||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Receivable research premium | 51 230,06 | 146 003,91 | |||
| Deposits | 5 400,00 | 5 400,00 | |||
| Settlement VAT | 1 810,07 | 3 813,43 | |||
| Input tax Germany | 0,00 | 1 117,20 | |||
| Settlement account Sperl | 0,00 | 675,00 | |||
| Other receivables | 0,00 | 146,25 | |||
| Settlement account Obermayr | 0,00 | 58,75 | |||
| 58 440,13 | 157 214,54 | ||||
| II. Cash at banks | |||||
| --- | --- | --- | |||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Erste Bank 823-175-016 | 542 319,96 | 470 239,34 | |||
| Deposit account Erste Bank | 50 300,40 | 100 298,78 | |||
| Deposit account Erste Bank 823-175-016/02 | 50 000,00 | 0,00 | |||
| 642<br> 620,36 | 570<br> 538,12 | ||||
| C. Accruals and deferrals | |||||
| --- | --- | --- | |||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| accrued income | 1 548,12 | 318,32 | |||
| Haimerl Hörler Wirtschaftsprüfer<br> Steuerberater GmbH | 6 | ||||
| --- | --- | ||||
| Notes on the balance sheet and income | |||||
| --- | --- | ||||
| Panoptes Pharma Ges.m.b.H. | statement | ||||
| Liabilities | |||||
| --- | --- | --- | |||
| A. Negative equity | |||||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Called-up share capital | 52 186,07 | 52 186,07 | |||
| Subscribed share capital | 52 186,07 | 52 186,07 | |||
| Paid-in share capital | 52 186,07 | 52 186,07 | |||
| Net loss | -3 793 557,72 | -3 255 628,38 | |||
| Of which loss carried forward | -3 255 628,38 | -4 911 609,00 | |||
| **** | -3 741 371,65 | -3 203 442,31 | |||
| Development of net loss: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Profit/loss for the year | -537 929,34 | 1 655 980,62 | |||
| Loss carried forward from previous years | -3 255 628,38 | -4 911 609,00 | |||
| -3 793 557,72 | -3 255 628,38 | ||||
| B. Reserves | |||||
| --- | --- | --- | --- | --- | --- |
| Composition and development: | |||||
| Status | Status | ||||
| 01.01.2020 | Use | Release | Allocation | 30.09.2020 | |
| EUR | EUR | EUR | EUR | EUR | |
| Other reserves | 1 543 383,41 | 34 108,82 | 103,60 | 416 527,04 | 1 925 698,03 |
| Composition and development of other reserves: | |||||
| --- | --- | --- | |||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Reserves for repayment aws | 1 000 000,00 | 956 317,00 | |||
| Reserves for premiums | 500 887,72 | 479 808,15 | |||
| Reserves for repayment FFG | 276 108,12 | 0,00 | |||
| Reserves for third-party services | 63 045,84 | 60 998,84 | |||
| Vacation reserves | 27 941,84 | 11 259,42 | |||
| Other reserves | 23 000,00 | 15 000,00 | |||
| Reserves for advisory board fees | 20 000,00 | 20 000,00 | |||
| Reserves for special payments | 14 714,51 | 0,00 | |||
| 1 925 698,03 | 1 543 383,41 | ||||
| Haimerl Hörler Wirtschaftsprüfer<br> Steuerberater GmbH | 7 | ||||
| --- | --- | ||||
| Notes on the balance sheet and income | |||||
| --- | --- | ||||
| Panoptes Pharma Ges.m.b.H. | statement | ||||
| C. Capital contributions silent partners | |||||
| --- | --- | --- | |||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| EUR | EUR | ||||
| Capital contributions atypical silent partner ACP 2016 | 400 000,00 | 400 000,00 | |||
| Capital contributions atypical silent partner ACP 2015 | 275 000,00 | 275 000,00 | |||
| Capital contributions atypical silent partner ACP 2016.eins | 265 000,00 | 265 000,00 | |||
| Capital contributions atypical silent partner ACP 2017 | 250 000,00 | 250 000,00 | |||
| 1 190 000,00 | 1 190 000,00 | ||||
| D. Liabilities | |||||
| --- | --- | --- | |||
| 1. Accounts payable trade | |||||
| Composition: | |||||
| 30.09.2020 | 31.12.2019 | ||||
| Deferral accounts payable trade | |||||
| Trade payables EU | |||||
| Trade payables third countries | |||||
| Trade payables domestic | |||||
All values are in Euros.
| Haimerl<br> Hörler Wirtschaftsprüfer Steuerberater GmbH | 8 | |
|---|---|---|
| Notes on the balance sheet and income | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | statement | |
| 2. Other liabilities | ||
| --- | --- | --- |
| Composition: | ||
| 30.09.2020 | 31.12.2019 | |
| Loan FFG | ||
| Balance payroll taxes | ||
| Social security providers | ||
| Balance credit card | ||
| Remaining other liabilities | ||
| Balance tax office | ||
All values are in Euros.
| of which from taxes | 30.09.2020 | 31.12.2019 |
|---|---|---|
| Balance charges linked to salaries and wages | ||
| Balance tax offices | ||
All values are in Euros.
| Of which relating to social security | 30.09.2020 | 31.12.2019 |
|---|---|---|
| EUR | EUR | |
| Social security providers | 7 205,98 | 7 118,02 |
| Haimerl<br> Hörler Wirtschaftsprüfer Steuerberater GmbH | 9 | |
| --- | --- | |
| Notes on the balance sheet and income | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | statement |
Income Statement
| 1. Other operating income | ||
|---|---|---|
| Income from the release of reserves | ||
| Composition: | ||
| 2020 | 2019 | |
| Release other reserves |
All values are in Euros.
| Remaining | ||
|---|---|---|
| Composition: | ||
| 2020 | 2019 | |
| Grant FFG - Covid 19 | ||
| Grant Wirtschaftsagentur Research 18-21 | ||
| Other operational income (non-taxable) | ||
| Exchange gains foreign currency transactions | ||
| Other operational income | ||
All values are in Euros.
| 2. Costs of material and other purchased manufacturing services | ||
|---|---|---|
| a. Costs of material | ||
| Composition: | ||
| 2020 | 2019 | |
| EUR | EUR | |
| Laboratory chemicals | 5 117,00 | 4 730,00 |
| b. Costs of purchased services | ||
| --- | --- | --- |
| Composition: | ||
| 2020 | 2019 | |
| Third-party services from abroad, reverse charge | ||
| Third-party services | ||
| Exchange losses foreign currency transactions | ||
| Cash discounts 20% other services EU | ||
All values are in Euros.
| Haimerl<br> Hörler Wirtschaftsprüfer Steuerberater GmbH | 10 | |
|---|---|---|
| Notes on the balance sheet and income | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | statement | |
| 3. Personnel costs | ||
| --- | --- | --- |
| a. Wages and salaries | ||
| Composition: | ||
| 2020 | 2019 | |
| Salaries (management) | ||
| Salaries | ||
| Special payments (management) | ||
| Change in vacation provision (white-collar employees) | ||
| Special payments (white-collar employees) | ||
| Bonuses and commission (white-collar employees) | ||
| Wages | ||
| Special payments (blue-collar workers) | ||
| Changes in reserves for bonuses and premiums (management) | ||
| Changes in reserves for bonuses and premiums | ||
All values are in Euros.
| Of which salaries of management | ||
|---|---|---|
| 2020 | 2019 | |
| Salaries (management) | ||
| Special payments (management) | ||
| Changes in reserves for bonuses and premiums (management) | ||
All values are in Euros.
| Haimerl<br> Hörler Wirtschaftsprüfer Steuerberater GmbH | 11 | |
|---|---|---|
| Notes on the balance sheet and income | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | statement | |
| b. Social expenses | ||
| --- | ||
| Composition: | ||
| 2020 | 2019 | |
| --- | --- | --- |
| Statutory social expenses (white-collar employees) | ||
| Employer contribution (white-collar employees) | ||
| Municipal tax (white-collar employees) | ||
| Company pension fund (white-collar employees) | ||
| Vienna employer levy (subway, white-collar employees) | ||
| Voluntary social expenses | ||
| Employer contribution (blue-collar workers) | ||
| Municipal tax (blue-collar workers) | ||
| Company pension fund (blue-collar workers) | ||
| Statutory social expenses (blue-collar workers) | ||
All values are in Euros.
| 4. Depreciation and amortization | ||
|---|---|---|
| Composition: | ||
| 2020 | 2019 | |
| --- | --- | --- |
| Depreciation of property, plant and equipment | ||
| low-value tangible fixed assets | ||
| Depreciation of intangible fixed assets | ||
All values are in Euros.
| Haimerl<br> Hörler Wirtschaftsprüfer Steuerberater GmbH | 12 | |
|---|---|---|
| Notes on the balance sheet and income | ||
| --- | --- | |
| Panoptes Pharma Ges.m.b.H. | statement | |
| 5. | Other operational expenses | |
| --- | --- | |
| Composition: | ||
| 2020 | 2019 | |
| --- | --- | --- |
| Repayment FFG Grant | ||
| Legal, consulting and auditing fees | ||
| Expenses for rent, licenses and patents | ||
| Expenditure for insurance | ||
| Expenditure communication | ||
| Expenditure search for investors | ||
| Travel expenses | ||
| Expenditure for advertising, operational donations and presentation | ||
| Transportation expenses | ||
| Expenditure for maintenance, operating costs | ||
| IT Expenses | ||
| Charges on monetary transactions | ||
| Expenses for office supplies | ||
| Membership dues | ||
| Software maintenance | ||
| Training and development | ||
| Fees and charges | ||
| Various operating expenses | ||
All values are in Euros.
| 6. | Subtotal of items 1 through 5 (Operating result) | 2020 | EUR | -468 049,08 |
|---|---|---|---|---|
| 2019 | EUR | -921 197,98 | ||
| 7. | Other interest and similar income | |||
| --- | --- | |||
| Composition: | ||||
| 2020 | 2019 | |||
| --- | --- | --- | ||
| Interest income from bank balances | ||||
| Interest income from discounting of long-term provisions | ||||
All values are in Euros.
| Haimerl Hörler Wirtschaftsprüfer<br> Steuerberater GmbH | 13 |
|---|---|
| Notes on the balance sheet and income | |
| --- | --- |
| Panoptes Pharma Ges.m.b.H. | statement |
| 8. | Interestand similar expenses |
| --- | --- |
Composition:
| 2020 | 2019 | |
|---|---|---|
| Interest expense non-current provisions | ||
| Interest on loans | ||
All values are in Euros.
| 9. | Subtotal from items 7 through 8 (Financial result) | 2020 | EUR | -68 880,26 |
|---|---|---|---|---|
| 2019 | EUR | 16 089,67 | ||
| 10. | Earnings before taxes (Total from items 6 and 9) | 2020 | EUR | -536 929,34 |
| --- | --- | --- | --- | --- |
| 2019 | EUR | -905 108,31 | ||
| 11. Taxes on income | ||||
| --- | ||||
| Composition: | ||||
| 2020 | 2019 | |||
| --- | --- | --- | ||
| Corporate income tax |
All values are in Euros.
| 12. | Earnings after taxes | 2020 | EUR | -537 929,34 |
|---|---|---|---|---|
| 2019 | EUR | -905 983,31 | ||
| 13. | Net loss for the year | 2020 | EUR | -537 929,34 |
| --- | --- | --- | --- | --- |
| 2019 | EUR | -905 983,31 | ||
| 14. Release of capital reserves | ||||
| --- | ||||
| Composition: | ||||
| 2020 | 2019 | |||
| --- | --- | --- | ||
| Release of other (unrestricted) reserves |
All values are in Euros.
| 15. | Losscarried forward from previous year |
|---|
Composition:
| 2020 | 2019 | |
|---|---|---|
| Loss carried forward from the previous year |
All values are in Euros.
| 16. | Accumulated loss | 2020 | EUR | -3<br> 793 557,72 |
|---|---|---|---|---|
| 2019 | EUR | -3<br> 255 628,38 |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of EyeGate Pharmaceuticals, Inc. (the “Company”) and the unaudited financial statements of Panoptes Pharma Ges.m.b.H (“Panoptes”) as of and for the nine-months ended September 30, 2020 and the audited financial statements of Panoptes for the year ended December 31, 2019.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the acquisition as if it had occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine-months ended September 30, 2020 give effect to the acquisition as if it had occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 give effect to the acquisition as if it had occurred on January 1, 2019.
Other than as disclosed in the notes thereto, the unaudited pro forma combined financial statements do not reflect any additional liabilities, off-balance sheet commitments or other obligations that may become payable after the date of such financial statements.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the acquisition and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.
The acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of September 30, 2020 using currently available information. Due to the fact that the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable but is not required to finalize for one year from the closing date of the transaction.
The following unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s consolidated financial statements and related notes. The Company’s financial statements and notes are included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019.
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINEDBALANCE SHEET
AS OF SEPTEMBER 30, 2020
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma<br> Adjustments | Pro Forma<br> Combined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||||||
| Current Assets: | |||||||||||||
| Cash and Cash Equivalents | $ | 2,931,349 | $ | 753,408 | $ | (437,817 | ) | A | $ | 3,246,940 | |||
| Prepaid Expenses and Other Current Assets | 501,871 | 70,794 | - | 572,665 | |||||||||
| Right-of-Use Assets | 61,609 | - | - | 61,609 | |||||||||
| Current portion of Refundable Tax Credit Receivable | 2,774 | - | - | 2,774 | |||||||||
| Total current assets | 3,497,603 | 824,202 | (437,817 | ) | 3,883,988 | ||||||||
| Property and Equipment, Net | 11,253 | 1,963 | - | 13,216 | |||||||||
| Restricted Cash | 45,000 | - | - | 45,000 | |||||||||
| Goodwill | 1,525,896 | - | 1,302,758 | B | 2,828,654 | ||||||||
| Intangible Assets and In-Process R&D, Net | 4,112,314 | - | 5,885,000 | B | 9,997,314 | ||||||||
| Other Assets | 53,034 | - | - | 53,034 | |||||||||
| Total assets | $ | 9,245,100 | $ | 826,165 | $ | 6,749,941 | $ | 16,821,206 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||
| Current Liabilities: | |||||||||||||
| Accounts Payable | $ | 59,534 | 257,267 | - | 316,801 | ||||||||
| Accrued Expenses | 809,050 | 516,656 | - | 1,325,706 | |||||||||
| Lease Liabilities | 61,609 | - | - | 61,609 | |||||||||
| Total Current Liabilities | 930,193 | 773,923 | - | 1,704,116 | |||||||||
| Non-Current Liabilities: | - | ||||||||||||
| Contingent Consideration | 1,710,000 | - | - | 1,710,000 | |||||||||
| Deferred Tax Liability | 365,364 | - | - | 365,364 | |||||||||
| Deferred Purchase Consideration | - | - | 3,644,100 | A | 3,644,100 | ||||||||
| Long-term Notes Payable | - | 1,759,641 | (1,759,641 | ) | D | - | |||||||
| Austrian Research Promotion Agency (FFG) Loan | - | 1,283,830 | (1,283,830 | ) | E | - | |||||||
| Paycheck Protection Program Loan | 278,190 | - | - | 278,190 | |||||||||
| Total Non-Current Liabilities | 2,353,554 | 3,043,471 | 600,629 | 5,997,654 | |||||||||
| Total Liabilities | 3,283,747 | 3,817,394 | 600,629 | 7,701,770 | |||||||||
| Commitments and Contingencies | |||||||||||||
| Stockholders’ Equity: | |||||||||||||
| Preferred Stock - Series A | 41 | - | - | 41 | |||||||||
| Preferred Stock - Series D | - | - | 1 | A | 1 | ||||||||
| Common Stock | 46,268 | - | 8,842 | A | 55,110 | ||||||||
| Called-up Share Capital | - | 61,183 | (61,183 | ) | C | - | |||||||
| Additional Paid-in Capital | 111,715,592 | 1,395,156 | 3,149,240 | A | 114,864,832 | ||||||||
| (1,395,156 | ) | C | |||||||||||
| Accumulated Deficit | (105,923,069 | ) | (4,447,568 | ) | 4,447,568 | C | (105,923,069 | ) | |||||
| Accumulated Other Comprehensive Income | 122,521 | - | - | 122,521 | |||||||||
| Total Stockholders’ Equity | 5,961,353 | (2,991,229 | ) | 6,149,312 | 9,119,436 | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | 9,245,100 | $ | 826,165 | $ | 6,749,941 | $ | 16,821,206 |
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,2020
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma<br> Adjustments | Pro Forma<br> Combined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | |||||||||||||
| Collaboration Revenue | $ | - | $ | - | $ | - | $ | - | |||||
| Grant Revenue | 470,257 | - | 470,257 | ||||||||||
| - | 470,257 | - | 470,257 | ||||||||||
| Operating Expenses: | |||||||||||||
| Research and Development | 985,880 | 413,965 | - | H | 1,399,845 | ||||||||
| General and Administrative | 1,021,325 | 652,794 | - | 1,674,119 | |||||||||
| Total Operating Expenses | 2,007,205 | 1,066,759 | - | 3,073,964 | |||||||||
| Operating Loss Before Other Income (Expense) | (2,007,205 | ) | (1,066,759 | ) | - | (3,073,964 | ) | ||||||
| Other Income (Expense), Net: | |||||||||||||
| Interest Income | 331 | 39 | - | 370 | |||||||||
| Interest Expense | - | (79,035 | ) | 79,035 | F | - | |||||||
| Change in Fair Value of Deferred Purchase Consideration | - | - | (375,900 | ) | G | (375,900 | ) | ||||||
| Other Income | - | 59,721 | - | 59,721 | |||||||||
| Total Other Income (Expense) | 331 | (19,275 | ) | (296,865 | ) | (315,809 | ) | ||||||
| Loss Before Income Taxes | (2,006,874 | ) | (1,086,034 | ) | (296,865 | ) | (3,389,773 | ) | |||||
| Income Tax (Benefit) Provision | - | 1,147 | - | 1,147 | |||||||||
| Net Loss | (2,006,874 | ) | (1,087,181 | ) | (296,865 | ) | (3,390,920 | ) | |||||
| Other Comprehensive Loss: | |||||||||||||
| Foreign Currency Translation Adjustments | (17,110 | ) | (116,631 | ) | - | (133,741 | ) | ||||||
| Comprehensive Loss | $ | (2,023,984 | ) | $ | (1,203,812 | ) | $ | (296,865 | ) | $ | (3,524,661 | ) | |
| Net Loss per Common Share - Basic and Diluted | |||||||||||||
| Basic and diluted | $ | (0.45 | ) | $ | (0.65 | ) | |||||||
| Weighted Average Shares Outstanding | |||||||||||||
| Basic and Diluted | 4,547,524 | 5,431,746 |
EYEGATE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEAR ENDED DECEMBER 31, 2019
| EyeGate Pharmaceuticals, Inc. | Panoptes Pharma Ges.m.b.H. | Pro Forma<br> Adjustments | Pro Forma<br> Combined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | |||||||||||||
| Collaboration Revenue | $ | 2,686,000 | $ | - | $ | - | $ | 2,686,000 | |||||
| Grant Revenue | 113,475 | - | 113,475 | ||||||||||
| 2,686,000 | 113,475 | - | 2,799,475 | ||||||||||
| Operating Expenses: | |||||||||||||
| Research and Development | 5,389,357 | 328,643 | - | H | 5,718,000 | ||||||||
| General and Administrative | 4,405,684 | 1,083,314 | - | 5,488,998 | |||||||||
| Total Operating Expenses | 9,795,041 | 1,411,957 | - | 11,206,998 | |||||||||
| Operating Loss Before Other Income (Expense) | (7,109,041 | ) | (1,411,957 | ) | - | (8,520,998 | ) | ||||||
| Other Income (Expense), Net: | |||||||||||||
| Interest Income | 108,066 | 27,707 | (27,628 | ) | F | 108,145 | |||||||
| Interest Expense | (325 | ) | (9,449 | ) | 9,449 | F | (325 | ) | |||||
| Change in Fair Value of Deferred Purchase Consideration | - | - | (505,900 | ) | G | (505,900 | ) | ||||||
| Other Income | - | 253,153 | - | 253,153 | |||||||||
| Total Other Income (Expense) | 107,741 | 271,411 | (524,079 | ) | (144,927 | ) | |||||||
| Loss Before Income Taxes | (7,001,300 | ) | (1,140,546 | ) | (524,079 | ) | (8,665,925 | ) | |||||
| Income Tax (Benefit) Provision | 95,396 | 993 | 96,389 | ||||||||||
| Net Loss | (7,096,696 | ) | (1,141,539 | ) | (524,079 | ) | (8,762,314 | ) | |||||
| Other Comprehensive Loss: | |||||||||||||
| Foreign Currency Translation Adjustments | 5,134 | 41,976 | 47,110 | ||||||||||
| Comprehensive Loss | $ | (7,091,562 | ) | $ | (1,099,563 | ) | $ | (524,079 | ) | $ | (8,715,204 | ) | |
| Net Loss per Common Share - Basic and Diluted | |||||||||||||
| Basic and diluted | $ | (2.23 | ) | $ | (2.14 | ) | |||||||
| Weighted Average Shares Outstanding | |||||||||||||
| Basic and Diluted | 3,181,019 | 4,065,241 |
Note 1 – Unaudited Pro Forma CondensedCombined Balance Sheet
Consideration for the acquisition of Panoptes consisted of: (i) 884,222 shares of the Company’s common stock, (ii) 45.8923 shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) convertible, subject to stockholder approval, into an aggregate of 13,000 shares of common stock, and (iii) cash payments in an aggregate amount of approximately $220,577 to certain Sellers. Additionally, 1,500 shares of Series D Preferred Stock convertible into an aggregate of approximately 424,685 shares of common stock will be issued after a period of 18 months subject to adjustments for potential post-closing working capital and/or indemnification claims relating to breaches of representations, warranties and covenants contained in the Purchase Agreement.
In addition to the consideration set forth above, the Sellers are eligible to receive up to $9.5 million in milestone payments, with $4.75 million being payable upon the enrollment and randomization of a first patient into the first Phase III pivotal study of a Panoptes product with the U.S. Food and Drug Administration (the “FDA”) and $4.75 million being payable upon approval of the first New Drug Application by the FDA with respect to a Panoptes product, subject to certain set-off rights as descried in the Purchase Agreement. In each case, the Company may elect to pay the applicable milestone payment either (i) in cash, or (ii) by issuing shares of Series D Preferred Stock.
Based on the closing stock price on December 18, 2020, the fair value of the Company’s considered transferred and expected to be transferred in the future was $7.5 million. The preliminary purchase price allocation is as follows:
| Consideration: | $ | 7,240,000 |
|---|---|---|
| Fair Value of Assets Acquired: | ||
| Cash and cash equivalents | $ | 753,408 |
| Prepaid expenses and other current assets | 70,794 | |
| Property and equipment | 1,963 | |
| Intangible assets - In-process Research & Development | 5,885,000 | |
| Goodwill | 1,302,758 | |
| $ | 8,013,923 | |
| Fair Value of Liabilities Assumed: | ||
| Accounts payable | $ | 257,267 |
| Accrued expenses | 516,656 | |
| $ | 773,923 |
The following adjustments have been made in the accompanying unaudited pro forma combined balance sheet as of September 30, 2020 to reflect the acquisition adjustments related to the transaction:
| (A) | Represents the purchase consideration paid / payable to the sellers of Panoptes, and includes two<br>tranches of the FFG loan principal payments. The deferred purchase consideration represents the fair value of the purchase consideration<br>that is deferred under the purchase agreement. |
|---|---|
| (B) | Represents the preliminary estimated fair value of goodwill and intangible assets acquired and<br>reflected in the preliminary price allocation. |
| --- | --- |
| (C) | Elimination of Panoptes’s stockholders’ equity upon the completion of the acquisition. |
| --- | --- |
| (D) | Elimination of certain long-term obligations of Panoptes not assumed by the Company in the acquisition. |
| --- | --- |
| (E) | Elimination of the FFG loan not assumed by the Company in the acquisition; the Company agreed to<br>make an initial payment of EUR 100,000, which is included in the immediate cash payments, and a second payment of EUR 200,000 in<br>12-months, which is reflected in the deferred purchase consideration amount. |
| --- | --- |
Note 2 – Unaudited Pro Forma CondensedCombined Statement of Operations and Comprehensive Loss
The following adjustments have been made to the accompanying unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2019 to reflect the acquisition transactions related to the transaction:
| (F) | Elimination of interest expense related to long-term obligations and FFG loan not assumed by the<br>Company as well as elimination of the interest income from discounting of such long-term obligation. |
|---|---|
| (G) | Represents the change in the fair value of the deferred purchase consideration as a result of passage<br>of time. |
| --- | --- |
| (H) | No amortization expenses has been reflected as the in-process research and development intangible<br>asset is considered indefinite-lived until the associated research and development efforts are abandoned or completed. |
| --- | --- |