Business Combination (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Unaudited Pro Forma Results of Operations

	2024			2023
	Unaudited
	Pro Forma combined financials PBI and UB
	For the Three Months ended March 31,
	2024			2023
Sales	$	362,073		$	1,258,365
Cost of goods sold	$	251,210		$	687,576
Operating expenses	$	1,645,636		$	4,274,709
Loss from operations	$	(1,534,773	)	$	(3,703,920	)
Loss per share	$	(0.04	)	$	(0.23	)

Schedule of Acquisition

The purchase price is as follows:

Schedule of Acquisition


Fair value of options issued to sellers of UB and finders (1)	$	2,210,060
Preferred shares DD issued	$	1,066,800
Cost of acquisition:
Fair value of options issued to finders (1) (2)	$	(210,060	)
Total consideration paid	$	3,066,800

Notes

(1)

Options were owed as of March 31, 2024, but not yet issued. Therefore, the Company recognized the option fair value as a liability “Options Payable” as of March 31, 2024, for a total of $2,210,060. In computing fair value, a Black Scholes computation was performed with the following variables:

For options issued to the sellers of UB, valued at $2,000,000

	i.	Expected time to maturity = 5 years
	ii.	Annual risk free rate = 4.08%
	iii.	Annualized volatility = 118%

For options issued as investment banker fees, valued at $210,060

	i.	Expected time to maturity = 2.5 years
	ii.	Annual risk free rate = 4.18%
	iii.	Annualized volatility = 103%

(2)

This amount was expensed in the statement of operations.

Schedule of Estimated Fair Value Of Assets And Liabilities Acquired

Upon analysis of Uncle Bud’s business combination, the Company has estimated the fair value of the assets and liabilities acquired as follows:

	Estimate of Fair Value
Assets Acquired
Accounts Receivable	$	5,123
Inventory		350,922
Customer list		664,237
Goodwill		4,727,976
Intangible assets		1,516
Total assets	$	5,749,774

Liabilities Assumed
Accounts payable	$	1,344,254
Accrued liabilities		522,145
Other current liabilities		14,360
Term loan liabilities		68,000
Line of credit		734,215
Total liabilities assumed		2,682,974
Total	$	3,066,800

PRESSURE BIOSCIENCES INC 10-Q