The challenge

Company D, a privately-held clinical stage biotechnology company engaged in a merger agreement with a publicly traded clinical stage pharmaceutical company and engaged CFGI to assist with audit preparation, accounting and reporting obligations in connection with the merger.

The CFGI solution

  • Assisted accounting staff with audit requests and comments
  • Documented technical memos and position papers to support significant accounting matters and judgments on a variety of topics, including accounting for the merger, as well as complex debt and equity financing transactions with embedded derivatives and warrants, and stock-based compensation arrangements
  • Converted previously issued ‘private company’ financial statements to Reg. S-X compliant financial statements
  • Drafted all financial sections in the Form S-4 pertaining to Company D, including historical financial statements, MD&A, Selected Financial Data and pro forma financial statements giving effect to the merger as if it had occurred on earlier date(s)
  • Drafted Form 8-K including all required historical financial statements and pro forma financial statements following completion of the merger
  • Drafted the Company’s post-merger Form 10-Q

The outcome

  • Form S-4 was declared effective with no comments from the SEC
  • Merger completed as planned
  • CFGI continues to assist Company D with financial close, accounting and reporting post-merger