This excerpt taken from the TPTX 8-K filed Dec 13, 2006.
Except where specifically noted, the following information and all other information contained herein gives effect to the 1-for-8 reverse split of the common stock of Axonyx Inc. that was effected on October 3, 2006.
On June 7, 2006, TPTX, Inc. (formerly known as TorreyPines Therapeutics, Inc.) (the Company) entered into a definitive merger agreement with Axonyx Inc. (Axonyx). In connection with the merger, which became effective on October 3, 2006, Axonyx Inc. changed its name to TorreyPines Therapeutics, Inc. (referred to herein as Axonyx) and the newly-acquired wholly-owned subsidiary, which was formerly known as TorreyPines Therapeutics, Inc., changed its name to TPTX, Inc. The following unaudited pro forma condensed combined financial statements give effect to the merger transaction between Axonyx and TPTX, Inc. which was completed on October 3, 2006. For accounting purposes TPTX, Inc. acquired Axonyx in the merger. Accordingly, the purchase price is allocated among the fair values of the assets and liabilities of Axonyx, while the historical results of TPTX, Inc. are reflected in the results of the combined company. The transaction will be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards, or SFAS, No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined financial statements, is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the transaction, based on their estimated fair values.
For purposes of these unaudited pro forma condensed combined financial statements, TPTX, Inc. and Axonyx have made preliminary allocation of the estimated purchase price to the assets to be acquired and liabilities to be assumed based on their fair value at the acquisition date (see Note 2, Purchase Price, below). A final determination of these estimated fair values will be made on the acquisition date, and will be based on the actual net assets of Axonyx that exist as of such date. The actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of: