Quarterly report pursuant to Section 13 or 15(d)

Acquisition of Aquarius Biotechnologies, Inc. (Details 1)

v3.4.0.3
Acquisition of Aquarius Biotechnologies, Inc. (Details 1) - USD ($)
Mar. 31, 2016
Dec. 31, 2015
Jan. 29, 2015
Business Acquisition [Line Items]      
Goodwill $ 1,336,488 $ 1,336,488  
Aquarius Biotechnologies, Inc. [Member]      
Business Acquisition [Line Items]      
Cash     $ 70,754
Contract/ Grant receivable     45,644
Prepaid expenses and other current assets     5,084
Equipment, net     5,051
Other assets     700
In-process research and development [1]     3,017,377
Total identifiable assets     3,144,610
Accounts payable     300,413
Notes payable [2]     10,000
Accrued expenses     92,509
Total liabilities assumed     402,922
Net identifiable assets acquired     2,741,688
Goodwill [3]     1,336,488
Deferred income taxes arising from basis differences of tax aspects of in-process research and development     (1,205,141)
Net assets acquired     $ 2,873,035
[1] The fair value of the in-process research and development asset was estimated on the basis of its replacement cost as determined by a buildup of the costs incurred to develop the technology as it existed as of the acquisition date resulting in a fair value of $3,017,377. The fair value of other assets and liabilities approximate their book value.
[2] The Company allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the Merger date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill including deferred tax liabilities resulting from the tax attributes of the in-process research and development (see Note C 14). In connection with the Aquarius acquisition, the Company made an adjustment as a result of the purchase accounting requirements to reflect a change in the value of the deferred tax liabilities resulting from an adjustment to the Company's effective tax rate, recording a $48 thousand reduction to the deferred tax liabilities with an offsetting credit to Goodwill.
[3] Aquarius issued a note for a loan that was made to a related party. Interest on the note is calculated using the applicable federal rate for midterm loans. Since the note has no specified repayment terms, it is considered a current liability. This note was paid in full in 2015.