Annual report pursuant to Section 13 and 15(d)

Merger

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Merger
12 Months Ended
Dec. 31, 2011
Merger [Abstract]  
Merger
4. Merger

On September 30, 2011, LecTec completed its business combination with AC pursuant to the terms of the Merger Agreement (see Note 2). Such merger was conducted because it was believed that the merger would result in greater growth prospects and increased shareholder value as compared to each organization operating alone.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The total acquisition price of $11,847,916 has been allocated as follows:

 

         

Cash and cash equivalents

  $ 7,201,638  

Other current assets

    40,483  

Notes and accrued interest receivable

    4,555,562  

Goodwill

    169,987  

Intangible assets

    260,000  

Accounts payable and accrued expenses

    (379,754 )
   

 

 

 

Total purchase price

  $ 11,847,916  

 

The following table sets forth the unaudited pro forma results of the Company as if the Merger had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

 

                 
    Years Ended
December 31,
 
    2011     2010  

Revenues

  $ 4,914,938     $ 3,095,717  

Net Loss

  ($ 8,610,775   ($ 8,293,300

Basic and diluted net loss per common share

  $ (0.79   $ (0.76

Weighted average shares – basic and diluted

    10,957,705       10,932,427