| INTANGIBLE ASSET |
4.
INTANGIBLE ASSET
Intangible
asset represents $1,498,752 of Intellectual Property (“IP”) acquired under an Asset purchase agreement
from Manna Nutritional Group, LLC (“MNG”) on September 10, 2021. The IP encompasses patent-pending technologies to naturally
process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour products,
as well as a wide range of breakfast cereals, juices, natural sweeteners and baking enhancers. The terms of the agreement, including
the amendments agreed by the parties on May 10, 2022 are as below:
The
aggregate purchase price for the Purchased Assets (the “Purchase Price”) is up to $14,475,000, and shall consist of the following,
subject to the terms and conditions of this Agreement, as follows:
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(i) |
Prefunded Warrants (“Closing Prefunded Warrants”),
which will be immediately exercisable into common shares of the Company upon each of the vesting events set forth below, equal to the
number of shares of Purchaser’s common stock (rounded up to the nearest whole number), restricted as to resale under Section 4(a)(2)
of the Securities Act, equal to the quotient of (a)(i) $3,500,000 divided by (ii) a per share price equal to the average of the volume
weighted average price (“VWAP”) of the Purchaser’s common shares for the ten trading days immediately preceding March
10, 2022 (or $1.79 per share) (“Closing Tranche 1”), and (b)(i) $1,500,000 divided by (ii) a per share price equal to the
average of the VWAP of the Purchaser’s common shares for the ten trading days immediately preceding the date on which patent resubmission
work for the patents set forth in the Agreement is completed (“Closing Tranche 2”). Closing Tranche 1 of the Prefunded Warrants
will be issued immediately upon shareholder approval of the transactions contemplated by the Agreement and Amendment, in compliance with
all SEC and Nasdaq rules and regulations (“Shareholder Approval”). Closing Tranche 2 of the Prefunded Warrants will be issued
immediately following the date on which patent resubmission work for the patents set forth in the Agreement is completed. In each case,
the Closing Prefunded Warrants will be paid in full upon issuance. The Closing Prefunded Warrants and any shares issued upon exercise
of the Closing Prefunded Warrants are restricted as to resale and issued under a private placement exempt from registration under Section
4(a)(2) of the Securities Act, and will vest on a quarterly basis over eight quarters commencing on the three month anniversary of the
Closing Date in equal amounts over eight consecutive calendar quarters;
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(ii) |
$1,475,000
in cash, minus any amounts paid to MNG under (iii), payable to MNG at Closing; |
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(iii) |
$725,000
in cash payable follows: (a) $225,000 payable on the Effective Date; and (b) $500,000 payable within 120 days after the Effective
Date, to reimburse MNG for, without limitation, satisfaction of all the secured debt as listed in Section 2.04 of the Disclosure
Schedules to the Agreement (the “Secured Debt”); and |
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(iv) |
Prefunded
Warrants (“Post-Closing Prefunded Warrants,” and collectively with the Closing
Prefunded Warrants, the “Prefunded Warrants”), which will be immediately exercisable
into common shares of the Company upon the vesting events set forth below, equal to the number
of shares of Purchaser’s common stock (rounded up to the nearest whole number), restricted
as to resale under Section 4(a)(2) of the Securities Act, to be issued in two tranches, that
equals (i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Purchaser’s
common shares for the ten trading days immediately before the issuance date of those Post-Closing
Prefunded Warrants. $5,000,000 of the Post Closing Prefunded Warrants will be issued to Seller
on June 30, 2022. $3,000,000 of the Post-Closing Prefunded Warrants will be issued to Seller
on December 31, 2022. In each case, the Post-Closing Prefunded Warrants will be paid in full
upon issuance. If a Patent is issued within 24 months of the Closing Date, and such Patent
is transferred to the Purchaser free and clear of all Encumbrances, then the Post-Closing
Prefunded Warrants will vest and become exercisable in four equal amounts commencing on the
date of issuance of the Patent and then for the three subsequent three-month anniversaries
thereof. If a Patent does not issue from the CERES-MNG Patent Application within 24 months
from the Closing Date, the Post-Closing Prefunded Warrants will be returned to the Purchaser,
and the Purchase Price shall be adjusted downward dollar for dollar. All Post-Closing Prefunded
Warrants are subject to Shareholder Approval before vesting can occur. |
In
the event that after 24 months from the closing date, a Patent does not issue from the IP, Buyer’s obligation to issue the Post-Closing
Shares and Dividends to MNG will be deemed null and void ab initio and will no longer be due and owing to MNG, and the Post-Closing Shares
shall be released from escrow and returned to the Company, and the Purchase Price shall be adjusted downward dollar for dollar.
Based
on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition and has deemed the asset
purchased as an in-process research and development. The Company has further deemed the asset to be of indefinite life until the completion
of the associated research and development (“R&D”) activities. Once completed and commercialized, the asset will be amortized
over its useful life. The recognition of the IP asset is based on the payments made to date of $225,000 and contingent consideration
that is probable and reasonably estimable as of the reporting date. Subsequent changes in contingent consideration are recorded against
cost. As of December 31, 2021, the company has recorded $500,000 under accrued expenses, related to reimbursement for satisfaction of
secured debt of seller. Further, the company has recorded $764,705 as contingent consideration, which is considered probable and due
on closing. The remaining amounts payable as described above were not deemed to be probable at December 31, 2021, and accordingly have
not been accrued for.
On
February 9, 2022, the Company paid $500,000 to satisfy the secured debt of seller.
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