| Summary of Assets Acquired and Liabilities Assumed at their Estimated Acquisition Date Fair Value |
The following table represents the allocation of the purchase consideration among the Continental Benefits’ assets acquired and liabilities assumed at their estimated acquisition-date fair values:
|
|
|
|
|
Purchase Price |
|
|
|
Equity value |
|
$ |
13,262,000 |
|
Cash acquired |
|
|
(4,762,000 |
) |
Total purchase price paid, net of cash acquired |
|
$ |
8,500,000 |
|
|
|
|
|
Purchase Price Allocation |
|
|
|
Restricted cash |
|
$ |
6,622,035 |
|
Accounts receivable |
|
|
92,231 |
|
Prepaid expenses and other current assets |
|
|
131,414 |
|
Property and equipment |
|
|
1,601,990 |
|
Noncompete agreements |
|
|
990,000 |
|
Capitalized software |
|
|
1,200,000 |
|
Operating lease - right of use assets |
|
|
1,763,960 |
|
Goodwill |
|
|
2,382,917 |
|
Trademarks |
|
|
1,520,000 |
|
Patents and patent applications |
|
|
650,000 |
|
Customer relationships |
|
|
2,920,000 |
|
Security deposits |
|
|
54,869 |
|
Account payable |
|
|
(925,608 |
) |
Accrued expenses |
|
|
(1,267,708 |
) |
Accrued fiduciary obligations |
|
|
(4,070,908 |
) |
Operating lease liabilities |
|
|
(1,763,960 |
) |
Deferred tax liability |
|
|
(2,151,012 |
) |
Deferred revenue |
|
|
(1,205,220 |
) |
Other long-term liabilities |
|
|
(45,000 |
) |
Total fair value of net assets acquired and liabilities assumed |
|
$ |
8,500,000 |
|
|
| Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods |
The following table summarizes the estimated fair values of Marpai Administrators’ identifiable intangible assets, their estimated useful lives and expected amortization periods:
|
|
|
|
|
|
|
|
|
|
|
|
Useful |
|
|
Acquisition |
|
|
Life in |
|
|
Fair Value |
|
|
Years |
Trademarks |
|
$ |
1,520,000 |
|
|
10 Years |
Noncompete agreements |
|
|
990,000 |
|
|
5 Years |
Customer relationships |
|
|
2,920,000 |
|
|
7 Years |
Patents and patent applications |
|
|
650,000 |
|
|
(*) |
(*)Patents have yet to be approved by the United States Patent and Trademark Office. Useful life is determined upon placement into service after approval.
|
| Summary of Unaudited Pro Forma Information |
The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2021:
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, 2021 |
|
|
|
(pro forma) |
|
Revenue |
|
$ |
12,545,844 |
|
Net loss |
|
|
(12,311,864 |
) |
|