Annual report pursuant to Section 13 and 15(d)

Intangible Assets and Impairment of Long-Lived Assets

v3.24.1
Intangible Assets and Impairment of Long-Lived Assets
12 Months Ended
Dec. 31, 2023
Intangible Assets and Impairment of Long-Lived Assets [Abstract]  
INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS

NOTE 5 - INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS

 

Intangible assets consist of the following as of December 31, 2023 and 2022:

 

    Weighted
Average
Remaining
Amortization
Period
    As of December 31, 2023     As of December 31, 2022  
    in Years at
December 31,
2023
    Gross
Asset
Value
    Accumulated
Amortization
    Net
Carrying
Value
    Gross
Asset
Value
    Accumulated
Amortization
    Net
Carrying
Value
 
Licensed patents     11.4     $ 599,686     $ (174,552 )   $ 425,134     $ 596,259     $ (142,654 )   $ 453,605  
Technology license     15.6       1,562,744       (368,308 )     1,194,436       1,485,159       (279,906 )     1,205,253  
            $ 2,162,430     $ (542,860 )   $ 1,619,570     $ 2,081,418     $ (422,560 )   $ 1,658,858  

 

Changes in the gross asset value of licensed patents and technology licenses from the dates acquired are the result of changes in the foreign currency exchange rate.

 

The Company recorded amortization expense of $105,675 and $109,004 during the years ended December 31, 2023 and 2022, respectively, related to intangible assets, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss.

 

Future amortization related to intangible assets is as follows:

 

For the Years Ending December 31,      
2024   $ 113,793  
2025     113,793  
2026     113,793  
2027     113,793  
2028     113,793  
Thereafter     1,050,606  
    $ 1,619,571  

 

Goodwill Impairment

 

The Company’s publicly traded stock closed at $1,482.00 per share as of December 31, 2021; during 2022, the market value of the Company’s single reporting unit significantly declined. As of March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, the market value of the Company’s publicly traded stock fell to $984.20, $322.24, $252.70 and $64.41, per share, respectively, and as such, the Company elected to conduct a quantitative analysis of goodwill to assess for impairment as of September 30, 2022 and December 31, 2022. The Company determined the fair market value of its single reporting unit and compared that value with the carrying amount of the reporting unit and determined that goodwill was impaired as of both measurement dates. As of September 30, 2022 and December 31, 2022, the carrying value exceeded the fair market value by $18,872,850 and $14,674,428, respectively. To recognize the impairment of goodwill, the Company recorded losses for these amounts at the end of the third and fourth quarters, which appear as a loss on goodwill impairment of $33,547,278 on the income statement for the year ended December 31, 2022.

 

As of December 31, 2023 and 2022, the balance for goodwill is $0 for both periods.

 

The following is a summary of goodwill activity for the year ended December 31, 2022 for the Company’s single reporting unit, which includes the recorded losses on goodwill impairment described above.

 

    CBR
Pharma
Goodwill
    180 LP
Goodwill
    Consolidated
Goodwill
 
Balance, January 1, 2022   $ 23,749,631     $ 13,238,255     $ 36,987,886  
Currency translation     (3,440,608 )    
-
      (3,440,608 )
Impairment of goodwill     (20,309,023 )     (13,328,255 )     (33,547,278 )
                         
Balance, December 31, 2022   $
-
    $
-
    $
-
 

 

IP R&D Assets Impairment

 

As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $12,405,084 (which consists of carrying amounts of $1,462,084 and $10,943,000 related to the Company’s CBR Pharma subsidiary and its 180 LP subsidiary, respectively). Per the valuation obtained from a third party as of year-end, the fair market value of the Company’s IP R&D assets was determined to be $9,063,000 (which consists of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of this measurement date, the carrying values of the CBR Pharma and 180 LP subsidiaries’ assets exceeded their fair market values by $1,462,084 and $1,880,000, respectively. As such, management determined that the consolidated IP R&D assets were impaired by $3,342,084 and, in order to recognize the impairment, the Company recorded a loss for this amount during the fourth quarter of 2022, which appears as a loss on impairment to IP R&D assets on the income statement. This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022.

 

During 2023, the Company assessed the most recent delays in its commercialization timeline, general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it was more likely than not that the asset is impaired. The Company recorded a loss in the amount of $9,063,000, which appeared as a loss on impairment to IP R&D assets on the income statement. As of December 31, 2023, the carrying amount of the IP R&D assets on the balance sheet is $0.

 

Because of the write-off of the IP R&D assets on the balance sheet and the loss on impairment to IP R&D assets on the income statement, the Company recorded a decrease in its deferred tax liability relating to the impairment of the IP R&D assets of $2.3 million as income tax benefit relating to impairment of the IP R&D assets in the same amount on the income statement for the period ended December 31, 2023.

 

The following is a summary of IP R&D activity for the years ended December 31, 2023 and 2022 for the Company, which includes the recorded losses for the IP R&D assets described above.

 

    CBR
Pharma IP
R&D Assets
    180 LP IP
R&D
Assets
    Consolidated
IP R&D
Assets
 
Balance, January 1, 2022   $ 1,632,780     $ 10,943,000     $ 12,575,780  
Currency translation     (170,696 )    
-
      (170,696 )
Impairment of IP R&D assets     (1,462,084 )     (1,880,000 )     (3,342,084 )
                         
Balance, December 31, 2022    
-
      9,063,000       9,063,000  
Impairment of IP R&D assets    
-
      (9,063,000 )     (9,063,000 )
                         
Balance, December 31, 2023   $
-
    $
-
    $
-