Acquisition (Tables)
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6 Months Ended |
12 Months Ended |
Jun. 30, 2023 |
Dec. 31, 2022 |
| Business Acquisition [Line Items] |
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| Summary of Assets Acquired and Liabilities Assumed at their Acquisition Date Fair Value |
The following table represents the allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their acquisition-date fair values:
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Purchase Price |
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$ |
19,900,000 |
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$ |
19,900,000 |
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Purchase Price Allocation |
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Cash |
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$ |
17,081,602 |
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$ |
17,081,602 |
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Restricted cash |
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16,306,547 |
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16,306,547 |
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Accounts receivable |
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321,198 |
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321,198 |
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Unbilled receivable |
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646,189 |
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646,189 |
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Prepaid expenses and other current assets |
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1,751,371 |
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1,751,371 |
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Property and equipment |
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921,680 |
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(159,920 |
) |
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761,760 |
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Operating lease—right of use assets |
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2,555,375 |
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2,555,375 |
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Goodwill |
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3,454,143 |
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198,140 |
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3,652,283 |
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Trademarks |
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800,000 |
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800,000 |
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Customer relationships |
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840,000 |
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840,000 |
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Security deposits |
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1,240,889 |
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1,240,889 |
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Account payable |
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(150,328 |
) |
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(150,328 |
) |
Accrued expenses |
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(4,554,280 |
) |
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(38,220 |
) |
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(4,592,500 |
) |
Accrued fiduciary obligations |
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(16,306,547 |
) |
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(16,306,547 |
) |
Operating lease liabilities |
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(4,816,490 |
) |
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(4,816,490 |
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Deferred revenue |
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(191,349 |
) |
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(191,349 |
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Total fair value of net assets acquired and liabilities assumed |
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$ |
19,900,000 |
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$ |
— |
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$ |
19,900,000 |
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Company recorded a measurement period adjustment to goodwill for the three months ended June 30, 2023 for property and equipment of $ 159,920 , that was subsequently identified as not received during the acquisition, and accrued expenses of $ 2,250 , relating to
pre-acquisition
Company recorded a measurement period adjustment to goodwill for the six months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $38,220, relating to pre-acquisition liabilities.
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| Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods |
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Trademarks |
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$ |
800,000 |
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5 Years |
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Customer relationships |
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840,000 |
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5 Years |
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| Summary of Unaudited Pro Forma Information |
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Three Months Ended
June 30, 2022
(pro forma) |
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Six Months Ended
June 30, 2022
(pro forma) |
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Revenue |
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$ |
10,356,740 |
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$ |
21,933,145 |
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Net loss |
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(9,926,040 |
) |
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(20,694,241 |
) |
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| Maestro |
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| Business Acquisition [Line Items] |
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| Summary of Assets Acquired and Liabilities Assumed at their Acquisition Date Fair Value |
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The following table represents the preliminary allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their preliminary estimated acquisition-date fair values:
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Purchase Price |
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$ |
19,900,000 |
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Purchase Price Allocation |
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Cash |
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$ |
17,081,602 |
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Restricted cash |
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|
16,306,547 |
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Accounts receivable |
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|
321,198 |
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Unbilled receivable |
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|
646,189 |
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Prepaid expenses and other current assets |
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|
1,751,371 |
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Property and equipment |
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|
921,680 |
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Operating lease - right of use assets |
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2,555,375 |
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Goodwill |
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3,454,143 |
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Trademarks |
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|
800,000 |
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Customer relationships |
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840,000 |
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Security deposits |
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1,240,889 |
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Account payable |
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(150,328 |
) |
Accrued expenses |
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(4,554,280 |
) |
Accrued fiduciary obligations |
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(16,306,547 |
) |
Operating lease liabilities |
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(4,816,490 |
) |
Deferred revenue |
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(191,349 |
) |
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Total fair value of net assets acquired and liabilities assumed |
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$ |
19,900,000 |
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| Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods |
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The following table summarizes the estimated fair values of Maestro’s identifiable intangible assets, their estimated useful lives and expected amortization periods:
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Trademarks |
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$ |
800,000 |
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|
5 Years |
Customer relationships |
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840,000 |
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5 Years |
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| Summary of Unaudited Pro Forma Information |
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The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2021:
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Year Ended
December 31,
2022
(pro forma) |
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Year Ended
December 31,
2021
(pro forma) |
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Revenue |
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$ |
40,406,192 |
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$ |
37,809,557 |
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Net loss |
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(39,774,661 |
) |
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(44,417,127 |
) |
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| Continental Benefits |
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| Business Acquisition [Line Items] |
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| Summary of Assets Acquired and Liabilities Assumed at their Acquisition Date Fair Value |
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The following table represents the allocation of the purchase consideration among the Marpai Administrators’ assets acquired and liabilities assumed at their estimated acquisition-date fair values:
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Equity value |
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$ |
13,262,000 |
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Cash acquired |
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(4,762,000 |
) |
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Total purchase price paid, net of cash acquired |
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$ |
8,500,000 |
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Purchase Price Allocation |
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Restricted cash |
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$ |
6,622,035 |
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Accounts receivable |
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92,231 |
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Prepaid expenses and other current assets |
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131,414 |
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Property and equipment |
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1,601,990 |
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Noncompete agreements |
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990,000 |
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Capitalized software |
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1,200,000 |
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Operating lease - right of use assets |
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1,763,960 |
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Goodwill |
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2,382,917 |
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Trademarks |
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1,520,000 |
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Patents and patent applications |
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650,000 |
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Customer relationships |
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2,920,000 |
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Security deposits |
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54,869 |
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Account payable |
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(925,608 |
) |
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Accrued expenses |
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(1,267,708 |
) |
Accrued fiduciary obligations |
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(4,070,908 |
) |
Operating lease liabilities |
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(1,763,960 |
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Deferred tax liability |
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(2,151,012 |
) |
Deferred revenue |
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(1,205,220 |
) |
Other long-term liabilities |
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(45,000 |
) |
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Total fair value of net assets acquired and liabilities assumed |
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$ |
8,500,000 |
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| Summary of Unaudited Pro Forma Information |
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The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2021:
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Year Ended
December 31, 2021
(pro forma) |
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Revenue |
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$ |
18,441,875 |
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Net loss |
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(18,034,702 |
) |
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| Marpai Administrators |
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| Business Acquisition [Line Items] |
|
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| Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods |
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The following table summarizes the estimated fair values of Marpai Administrators’ identifiable intangible assets, their estimated useful lives and expected amortization periods:
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Trademarks |
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$ |
1,520,000 |
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10 Years |
Noncompete agreements |
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990,000 |
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5 Years |
Customer relationships |
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2,920,000 |
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7 Years |
Patents and patent applications |
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650,000 |
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(*) |
| (*) |
Patents have yet to be approved by US Patent Office. Useful life is determined upon placement into service after approval. |
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