This excerpt taken from the TPTX 8-K filed Nov 3, 2009.
3. Pro Forma and Purchase Accounting Adjustments
The unaudited pro forma condensed combined financial statements include pro forma and purchase accounting adjustments to give effect the closing balance sheet of TorreyPines as of September 29, 2009 and to the value of the merger transaction.
The unaudited pro forma condensed combined financial statements do not include any adjustments for income taxes because the combined company is anticipated to incur taxable losses for the foreseeable future.
(A) To reflect the cash transactions of TorreyPines which occurred subsequent to its quarter ended June 30, 2009 and prior to the closing of the merger on September 29, 2009.
(B) To record the fair value of the assets acquired based on the estimated fair value of the purchase consideration as referred to in Note 2 above.
(C) To set up the common stock account to reflect the combined company. This includes 941,121 shares of existing TorreyPines post-reverse split common stock at par value of $0.001 plus the common stock of Rap Pharma on a post-merger basis totaling 17,857,555 for a total pro forma outstanding common stock of the combined company as of August 31, 2009 of 18,798,676.