| INTANGIBLE ASSETS, NET |
NOTE 7 – INTANGIBLE ASSETS, NET
The components of the acquired intangible assets
were as follows:
| |
|
September 30,
2022 |
|
|
December 31,
2021 |
|
|
Average
Estimated
Life |
|
| Patent products |
|
$ |
10,277,000 |
|
|
$ |
10,277,000 |
|
|
|
15.4 |
|
| Licenses and trademarks |
|
|
836,000 |
|
|
|
836,000 |
|
|
|
9 |
|
| Intangible assets |
|
$ |
11,113,000 |
|
|
$ |
11,113,000 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Less: Accumulated amortization |
|
|
(769,462 |
) |
|
|
(192,423 |
) |
|
|
|
|
| Total |
|
$ |
10,343,538 |
|
|
$ |
10,920,577 |
|
|
|
|
|
Amortization expense was $192,365 and $577,039
for the three and nine months ended September 30, 2022, respectively. There was no intangible amortization expense for the three and
nine month periods ended September 30, 2021.
|
NOTE 7 – INTANGIBLE ASSETS, NET
Pursuant to the Merger, the Company accounted
for the transaction as a reverse acquisition as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC
805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”).
The following table summarizes the allocation
of purchase price of the acquisition:
| Tangible Assets Acquired: |
|
Allocation |
|
| |
|
|
|
|
| Net working capital |
|
$ |
(1,186,622 |
) |
| Right of use asset |
|
|
40,093 |
|
| Lease liability |
|
|
(46,970 |
) |
| Net Tangible Assets Acquired |
|
$ |
(1,193,499 |
) |
| |
|
|
|
|
| Intangible Assets Acquired: |
|
|
|
|
| Brain Scientific trade name |
|
$ |
133,000 |
|
| MemoryMD trade name |
|
|
533,000 |
|
| NeuroCap trade name |
|
|
188,000 |
|
NeuroEEG trade name |
|
|
11,000 |
|
| Customer relationships |
|
|
(29,000 |
) |
| NeuroCap developed technology |
|
|
10,242,000 |
|
| NeuroEEG developed technology |
|
|
35,000 |
|
| Total Fair Value of Assets Acquired |
|
$ |
11,113,000 |
|
| |
|
|
|
|
| Consideration: |
|
|
|
|
| Fair value of equity received |
|
|
7,240,222 |
|
| Liabilities assumed |
|
|
2,978,152 |
|
| Loans forgiven |
|
|
605,311 |
|
| Goodwill |
|
$ |
913,184 |
|
The components of the acquired intangible assets
were as follows:
| |
|
Preliminary |
|
|
Average |
|
| |
|
Fair
Value |
|
|
Estimated Life
|
|
| Patent products |
|
$ |
10,277,000 |
|
|
|
3.3 - 15.4 |
|
| Licenses and trademarks |
|
|
865,000 |
|
|
|
9 |
|
| Customer/distribution list |
|
|
(29,000) |
|
|
|
12.5 |
|
| |
|
$ |
11,113,000 |
|
|
|
|
|
| Accumulated amortization |
|
|
(192,423 |
) |
|
|
|
|
| Total |
|
|
10,920,577 |
|
|
|
|
|
|