Full Press Release Details
The unaudited pro forma information below gives effect to the share exchange between Camp Nine, Inc. and Relmada Therapeutics, Inc. as if it had been consummated as of December 31, 2013. The unaudited pro forma information has been derived from the historical Financial Statements of these two companies. The unaudited pro forma information is for illustrative purposes only. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that the Company will achieve after the merger.
Camp Nine, Inc. and Relmada Therapeutics, Inc.
Pro Forma Combined Statements of Operations
| As of February 28, 2014 | As of December 31, 2013 | |||||||||||||||||
| Camp Nine, Inc. | Relmada Therapeutics, Inc. | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 2,626 | $ | 3,522,450 | (5 | ) | $ | 2,626 | $ | 3,527,702 | ||||||||
| Prepaid expenses | 10,325 | 10,325 | ||||||||||||||||
| Inventory | 6124 | (5 | ) | (6,124 | ) | - | ||||||||||||
| Deferred financing costs, net of amortization of $69,546 | 78,724 | (3 | ) | (78,724 | ) | 0 | ||||||||||||
| Total current assets | 8,750 | 3,611,499 | (82,222 | ) | $ | 3,538,027 | ||||||||||||
| Fixed assets, net of accumulated depreciation of $550 and $373, respectively | 1,250 | 8,498 | (5 | ) | (1,250 | ) | 8,498 | |||||||||||
| Other assets | 12,100 | 12,100 | ||||||||||||||||
| Total assets | $ | 10,000 | $ | 3,632,097 | (83,472 | ) | $ | 3,558,625 | ||||||||||
| Liabilities and Stockholders' Deficit | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 41,155 | $ | 180,319 | (5 | ) | (41,155 | ) | 180,319 | |||||||||
| Accrued expenses | - | 438,658 | (3 | ) | (33,305 | ) | 405,353 | |||||||||||
| Derivative liabilities | - | 20,103,425 | (4 | ) | 20,103,425 | |||||||||||||
| Subordinated promissory notes payable, net | - | 758,951 | (3 | ) | (758,951 | ) | - | |||||||||||
| Total current liabilities | 41,155 | 21,481,353 | (833,411 | ) | 20,689,097 | |||||||||||||
| Long-term liability - accrued expense | 0 | 100,000 | - | 100,000 | ||||||||||||||
| Total liabilities | 41,155 | 21,581,353 | (833,411 | ) | $ | 20,789,097 | ||||||||||||
| Commitments and contingencies | ||||||||||||||||||
| Stockholders' deficit: | ||||||||||||||||||
| Series A preferred stock, 0, 1,360,413 and 0 issued, outstanding and pro forma, respectively | - | 1,360 | (1 | ) | (1,360 | ) | - | |||||||||||
| Common stock, $0.001 par value, 90,000,000 shares authorized, 28,500,000, 4,958,777, 23,026,693 issued, outstanding and pro forma, respectively | 28,500 | 4,959 | (1 | ) | (10,432 | ) | 23,027 | |||||||||||
| Additional paid-in capital | 15,000 | 16027084 | (1 | )(2)(5) | 687,077 | 16,729,161 | ||||||||||||
| Deficit accumulated during the development stage | (74,655 | ) | (33,982,659 | ) | (2 | )(3) | 74,655 | (33,982,659 | ) | |||||||||
| Total stockholders' deficit | (31,155 | ) | (17,949,256 | ) | 749,940 | (17,230,471 | ) | |||||||||||
| Total liabilities and stockholders' deficit | $ | 10,000 | $ | 3,632,097 | (83,472 | ) | $ | 3,558,625 |
Pro forma footnotes:
| (1) | To record 100% of Relmada Therapeutics, Inc.'s fully diluted shares in exchange for 80% of Camp Nine, Inc. shares. |
| (2) | To eliminate accumulated deficit during the development stage of Camp Nine, Inc. |
| (3) | To eliminate deferred financing fees, accrued interest and subordinated debt that were associated the common stock that was recorded to additional to paid-in-capital as a result of a merger with Camp Nine, Inc. |
| (4) | Does not reflect the reclassification of the derivative liabilities to additional paid-in-capital, upon the merger with Camp Nine. |
| (5) | To eliminate all assets and accrued expenses of Camp Nine Inc. upon the reverse merger. Relmada Therapeutics, Inc. is not assuming any assets nor any liabilities in this merger. |
| (6) | Gives effect to a retroactive share exchange whereby the shareholders of Relmada Therapeutics, Inc. exchanged ten shares of common shares and received one common share of Camp Nine common stock. |
The unaudited pro forma information below gives effect to the share exchange between Camp Nine, Inc. and Relmada Therapeutics, Inc.( the "Company") as if it had been consummated as of the beginning of the applicable period. The unaudited pro forma information has been derived from the historical Financial Statements of these two companies. The unaudited pro forma information is for illustrative purposes only. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that the Company will achieve after the merger.
Camp Nine, Inc. and Relmada Therapeutics, Inc.
Pro Forma Combines Statements of Operations
| For the Three Months Ended | |||||||||||||||||
| February 28, 2014 | March 31, 2014 | ||||||||||||||||
| Camp Nine, Inc. | Relmada Therapeutics, Inc. | Pro Forma Adjustments | Combined | ||||||||||||||
| Product revenues | $ | 682 | $ | - | $ | - | $ | 682 | |||||||||
| Cost of goods sold | 685 | - | - | 685 | |||||||||||||
| Gross profit (loss) | (3 | ) | - | - | (3 | ) | |||||||||||
| Operating expenses: | |||||||||||||||||
| General and administrative | (3,121 | ) | (496,103 | ) | (2) | 500 | (498,724 | ) | |||||||||
| Research and development | - | (215,793 | ) | - | (215,793 | ) | |||||||||||
| Total operating expenses | (3,121 | ) | (711,896 | ) | (715,017 | ) | |||||||||||
| Loss from operations | (3,124 | ) | (711,896 | ) | (500 | ) | (715,520 | ) | |||||||||
| Other income (expenses): | |||||||||||||||||
| Change in fair value of derivative liabilities | - | 7,329,526 | - | 7,329,526 | |||||||||||||
| Interest income | - | - | - | - | |||||||||||||
| Interest expense | - | (123,800 | ) | (1) | 123,800 | - | |||||||||||
| Total other expenses | - | 7,205,726 | 123,800 | 7,329,526 | |||||||||||||
| Net (loss) income | $ | (3,124 | ) | $ | 6,493,830 | $ | 123,300 | $ | 6,614,006 | ||||||||
| Net loss (income ) per common share - basic | $ | (0.00 | ) | $ | 1.30 | $ | 0.33 | ||||||||||
| Net loss (income ) per common share - diluted | $ | (0.00 | ) | $ | 0.31 | $ | 0.30 | ||||||||||
| Weighted average number of common shares outstanding - basic | 28,500,000 | 4,983,511 | 19,754,270 | ||||||||||||||
| Weighted average number of common shares outstanding - diluted | 28,500,000 | 20,960,697 | 22,127,329 |
| (1) | To eliminate expenses of notes including accrued interest, debt discounts as if the transaction occurred at the beginning of the period. |
| (2) | Elimination of depreciation expense since the Camp Nine, Inc. assets are not being assumed by the Company. |
| (3) | Gives effect to a retroactive share exchange whereby the shareholders of Relmada Therapeutics, Inc. exchanged ten shares of common shares and received one common share of Camp Nine common stock. |
The unaudited pro forma information below gives effect to the share exchange between Camp Nine, Inc. and Relmada Therapeutics, Inc. (the "Company) as if it had been consummated as of the beginning of the applicable period. The unaudited pro forma information has been derived from the historical Financial Statements of these two companies. The unaudited pro forma information is for illustrative purposes only. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that the Company will achieve after the merger.
Camp Nine, Inc. and Relmada Therapeutics, Inc.
Pro Forma Combined Statements of Operations
| For the Years Ended | |||||||||||||||||
| February 28, 2014 | December 31, 2013 | ||||||||||||||||
| Camp Nine, Inc | Relmada Therapeutic, Inc. | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
| Product revenues | $ | 3,166 | $ | - | $ | - | $ | 3,166 | |||||||||
| Cost of goods sold | 2,693 | - | - | 2,693 | |||||||||||||
| Gross profit | 473 | - | - | 473 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| General and administrative | (49,820 | ) | $ | (1,525,257.00 | ) | 500 | (2 | ) | (1,574,577 | ) | |||||||
| Research and development | - | (5,248,669 | ) | - | (5,248,669 | ) | |||||||||||
| Total operating expenses | (49,820 | ) | (6,773,926 | ) | 500 | (6,823,246 | ) | ||||||||||
| - | |||||||||||||||||
| Loss from operations | (49,347 | ) | (6,773,926 | ) | (6,823,273 | ) | |||||||||||
| - | |||||||||||||||||
| Other income (expenses): | |||||||||||||||||
| Change in fair value of derivative liabilities | - | (12,877,675 | ) | (12,877,675 | ) | ||||||||||||
| Interest income | - | - | - | ||||||||||||||
| Interest expense | - | (220,307 | ) | 220,307 | (1 | ) | (220,307 | ) | |||||||||
| Total other expenses | - | (13,097,982 | ) | 220,307 | (13,097,982 | ) | |||||||||||
| Net loss | $ | (49,347 | ) | $ | (19,871,908 | ) | $ | 220,307 | $ | (19,700,948 | ) | ||||||
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.82 | ) | $ | (0.86 | ) | ||||||||
| Weighted average number of common shares outstanding - basic and diluted | 26,636,986 | 24,292,670 | 23,026,693 |
| (1) | To eliminate expenses of notes including accrued interest, debt discounts as if the transaction occurred at the beginning of the period. |
| (2) | To eliminate depreciation expense since the Camp Nine assets are not being assumed by the Company. |
| (3) | Gives effect to a retroactive share exchange whereby the shareholders of Relmada Therapeutics, Inc. exchanged ten shares of common shares and received one common share of Camp Nine common stock. |