Baudax Bio, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Acquisition (Tables)

Business Acquisition (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of net tangible and identifiable intangible assets acquired and liabilities

The preliminary fair value of the consideration totaled approximately $9,702, summarized as follows:


	Amount
Common stock issued to TeraImmune’s stockholders	$	476
Series X Convertible Preferred Stock issued to TeraImmune stockholders		9,040
Contingent consideration		118
Stock options and restricted stock allocated to total consideration paid		68
Total consideration paid	$	9,702

Summary of allocation of the purchase price to the estimated fair values of the assets acquired and liabilities

The following table presents the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition date:


Assets acquired:	As Initially Reported		Measurement Period Adjustments			As Adjusted
Cash and cash equivalents	$	142	$	—		$	142
Prepaid expenses and other current assets		52		—			52
Property and equipment, net		3,781		—			3,781
Goodwill		7,109		(439	)		6,670
In-process research and development assets		3,500		400			3,900
Operating lease right-of-use assets		2,135		—			2,135
Total assets	$	16,719	$	(39	)	$	16,680
Liabilities assumed:
Accounts payable	$	515	$	(39	)	$	476
Accrued expenses and other current liabilities		789		—			789
Convertible bond payable		1,000		—			1,000
Deferred tax liability		202		—			202
Operating lease liabilities		2,135		—			2,135
Derivative instrument		2,376		—			2,376
Total liabilities assumed	$	7,017	$	(39	)	$	6,978
Net assets acquired	$	9,702	$	—		$	9,702

Summary of the pro forma financial information is not necessarily indicative of the results of operations

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Acquisition had taken place on January 1, 2023. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:


	Nine Months Ended September 30, 2023
Operating expenses	$	15,146
Loss from operations		(15,146	)
Net loss from continuing operations		(18,082	)
Net income		592