| INTANGIBLE ASSET |
4.
INTANGIBLE ASSET
Intangible
asset represents $9,860,617 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, which can be made
into 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”) (issued), 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 ($750,000
paid October 11, 2022), 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 (paid); and (b) $500,000 payable within 120 days after the Effective Date (paid),
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
(or $2.43 per share). $5,000,000 of the Post Closing Prefunded Warrants will be issued to Seller on June 30, 2022 (issued). $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 $725,000, prefunded warrants issued and
contingent consideration that is probable and reasonably estimable as of the reporting date. Subsequent changes in contingent consideration
are recorded against cost. Further, the company has recorded $750,000 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 September 30, 2022, and accordingly have
not been accrued for.
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