Annual report pursuant to Section 13 and 15(d)

7. Goodwill, Indefinite-Lived Intangible Assets and Other Long-Term Assets

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7. Goodwill, Indefinite-Lived Intangible Assets and Other Long-Term Assets
12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Indefinite-Lived Intangible Assets
7. Goodwill, Indefinite-Lived Intangible Assets and Other Long-Term Assets

 

Goodwill

 

The Company experienced a significant decline in the market price of its stock during 2019 resulting in a drop in its market capitalization indicating potential impairment. The Company determined the fair value of the reporting unit using its market capitalization, concluding that the fair value of the reporting unit was less than the carrying amount in excess of Goodwill. As a result, the Company recorded a $3.3 million asset impairment charge during the year ended December 31, 2019, which is presented within operating costs and expenses in the consolidated statements of comprehensive loss. A reconciliation of the change in the carrying value of Goodwill during the year ended December 31, 2019 is as follows:

 

Balance as of January 1, 2019   $ 3,283,379  
Impairment     (3,283,379 )
Balance as of December 31, 2019   $  

 

Indefinite-Lived Intangible Assets

 

The Company’s indefinite-lived intangible asset, OncoHist, is IPR&D relating to the Company’s business combination with SymbioTec in 2012. IPR&D is tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, although it is to be tested at least annually until the project is completed or abandoned. The Company completed an impairment analysis of the IPR&D during 2020 and concluded that the following factors indicated that the IPR&D was impaired: a decision by management to delay indefinitely any further development of the IPR&D and to not support the underlying intellectual property; the failure to sell or license the IPR&D to a third party; and the reduction in market capitalization. For the year ended December 31, 2020, the Company recorded an asset impairment charge of $9.2 million, which is presented within operating costs and expenses in the consolidated statements of comprehensive loss, representing the excess of the IPR&D asset’s carrying value over its estimated fair value. No indefinite-lived intangible asset impairment was recorded during the year ended December 31, 2019. A reconciliation of the change in the carrying value of Indefinite-Lived Intangible Assets is as follows:

 

Balance as of January 1, 2019   $ 9,243,128  
No changes      
Balance as of December 31, 2019     9,243,128  
Impairment     (9,243,128 )
Balance as of December 31, 2020   $  

 

Other Long-Term Assets

 

In 2016, the Company entered into an agreement with Serum Institute for the prepayment of clinical PSA supply in exchange for the Company’s Common Stock. As of December 31, 2020 and 2019, the Company has classified $0.7 million of prepaid clinical supply as long-term as it does not anticipate utilizing the majority of the PSA supply within the next 12 months. No clinical supply was utilized during the years ended December 31, 2020 and 2019.

 

During the fourth quarter of 2019, the Company entered into a loan agreement with Pharmsynthez (the “Pharmsynthez Loan”), pursuant to which the Company advanced Pharmsynthez an aggregate principal amount of up to $500,000 to be used for the development of a specific product under the Co-Development Agreement. The Pharmsynthez Loan had a term of 15-months and accrued interest at a rate of 10% per annum. The Pharmsynthez Loan is guaranteed by all of the operating subsidiaries of Pharmsynthez, including SynBio and AS Kevelt, and is secured by all of the equity interests of the Company owned by Pharmsynthez and SynBio. The Company recognized approximately $51,000 and $9,000 of interest income related to this loan during the twelve-months ended December 31, 2020 and 2019, respectively.

 

Effective January 23, 2021 (the “Effective Date”), the Company entered into a First Amendment to Loan Agreement and Other Loan Documents with Pharmsynthez, Kevelt and SynBio (the “Pharmsynthez Loan Extension”) to modify the repayment terms and maturity of the Pharmsynthez Loan to January 2022. The terms of the Pharmsynthez Loan Extension call for two (2) equal monthly principal payments of $25,000 in each of January 23, 2021 and February 28, 2021 and the payment of all outstanding accrued interest in six (6) equal installments from January 31, 2021 through June 30, 2021. In addition, the Pharmsynthez Loan Extension requires monthly interest payments and the repayment of the remaining principal amount in six (6) equal monthly installments from July 2021 through January 2022. All other terms of the Pharmsynthez Loan remain in effect. As a result, approximately $0.1 million was classified as long-term within Other Assets on the consolidated balance sheet with the remaining $0.5 million classified as short term within Prepaid expenses and other. Subsequent to the Effective Date, payments of principal and interest of approximately $0.1 million were received in accordance with the Pharmsynthez Loan Extension.