June 4, 2015 - EXHIBIT 99.3 - 8-K/A: Current report filing

EXHIBIT 99.3

PLASMATECH BIOPHARMACEUTICALS, INC,

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements apply to the merger between Abeona Therapeutics LLC (“Abeona”) and PlasmaTech Biopharmaceuticals, Inc. (“PlasmaTech”), by which Abeona became a wholly owned subsidiary of PlasmaTech, and are based upon the historical condensed consolidated financial statements and notes thereto (as applicable) of PlasmaTech and Abeona.

The unaudited pro forma condensed combined balance sheet at March 31, 2015 gives pro forma effect to the merger as if the merger had been completed on March 31, 2015 and combines PlasmaTech’s unaudited combined balance sheet and Abeona’s unaudited balance sheet as of March 31, 2015.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2015 gives pro forma effect to the merger as if it had been completed on January 1, 2014 and combines PlasmaTech’s unaudited consolidated statements and Abeona’s unaudited statements of operations for the three months ended March 31, 2015.

The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2014 gives pro forma effect to the merger as if it had been completed on January 1, 2014 and combines PlasmaTech’s audited consolidated statements of operations and Abeona’s audited statements of operations for the year ended December 31, 2014.

As previously disclosed, on May 15, 2015, we closed our acquisition of Abeona and will issue an aggregate of 3,979,761 shares of PlasmaTech’s common stock to the members of Abeona. In addition, there may be up to an additional $9 million in performance milestones payable to members of Abeona, in common stock or cash, at PlasmaTech’s option.

The pro forma adjustments are based upon available information and certain assumptions that PlasmaTech believes are reasonable under the circumstances and are based upon our preliminary purchase price allocation.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the annual, quarterly and other reports filed by PlasmaTech with the SEC and the audited consolidated financial statements of Abeona included in this Form 8-K/A.

Basis of Presentation

The unaudited pro forma condensed combined financial information has been derived from the historical financial information of the PlasmaTech and Abeona and was prepared using the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. ASC 805 requires, among other things, that all assets acquired and liabilities assumed be recognized at their fair values as of the purchase date. In addition ASC 805 establishes that the consideration transferred be measured at the closing date of the purchase at the then-current market price. Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the target company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred.

The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The Company anticipates that the values assigned to the assets acquired and liabilities assumed will be finalized during the measurement period following the May 15, 2015 closing date.

Pro Forma Condensed Combined Balance Sheet

As of March 31, 2015

(Unaudited)

Historical

	PlasmaTech			Abeona		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	7,948,000		$	4,026,000				$	11,974,000
Receivables		144,000			-					144,000
Prepaid expenses and other current expenses		98,000			24,000					122,000
Total current assets		8,190,000			4,050,000					12,240,000

Property and equipment, net		11,000			53,000					64,000
Licensed technology, net		4,875,000			261,000		2,156,000	(a)		7,031,000
							(261,000	)(a)
Goodwill		-			-		32,172,000	(a)		32,173,000
Other assets		41,000			1,000					42,000
Total assets	$	13,117,000		$	4,365,000				$	51,550,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	638,000		$	184,000		375,000	(c)	$	1,197,000
Short-term milestone payment liabilities		-			-		5,694,000	(d)		5,694,000
Current portion of deferred revenue		602,000			1,000					603,000
Total current liabilities		1,240,000			185,000					7,494,000

Long-term milestone payment liability		-			-		795,000	(d)		795,000
Payable due Licensor		4,000,000			-					4,000,000
Long-term debt deferred revenue		4,718,000			-					4,718,000
Total liabilities		9,958,000			185,000					17,007,000

Stockholders’ equity
Common stock		200,000			-		40,000	(a)		240,000
Additional paid-in capital		301,033,000			-		38,207,000	(a)		332,752,000
							(3,919,000	)(a)
							(261,000	)(a)
							4,180,000	(b)
							(6,489,000	)(d)
Member’s equity		-			4,180,000		(4,180,000	)(b)		-
Accumulated deficit		(298,074,000	)				(375,000	)(c)		(298,449,000	)
Total stockholders’ equity		3,159,000			4,180,000					34,543,000
Total liabilities and stockholders’ equity	$	13,117,000		$	4,365,000				$	51,550,000

See accompanying Notes to Pro Forma Condensed Combined Balance Sheet

Notes to Pro Forma Condensed Combined Balance Sheet

Note 1: The above statement gives effect to the following pro forma adjustments necessary to reflect the merger of PlasmaTech and Abeona, as if the transaction had occurred March 31, 2015.

To record the exchange, for accounting purposes, by Abeona members of their units for 3,979,761 shares of PlasmaTech. The initial consideration of $31,758,000 was calculated using the PlasmaTech stock price on date of the close, May 15, 2015 of $7.98 times the number of PlasmaTech shares (3,979,761) issued to Abeona members.

There is a contingent valuation on three milestones. Per the merger agreement with Abeona each milestone would consist of either cash, our stock or a combination of both, at PlasmaTech’s election, equivalent to a stated dollar amount. The fair value of the probability of achieving all three milestones is estimated at $6,489,000.

The following preliminary purchase price allocation is based on information we have to date and is unaudited. We expect to finalize our purchase price allocation once all information has been obtained.

Total purchase price
Initial consideration	$	31,758,000
Contingent consideration		6,489,000
Total purchase price	$	38,247,000

Allocation of the purchase price
Cash	$	4,026,000
Prepaid expenses		24,000
Property and equipment		53,000
Other assets		1,000
Accounts payable		(184,000	)
Unearned revenue		(1,000	)
Total tangible assets		3,919,000

Licensing agreement		2,156,000
Goodwill		32,172,000
Total intangible assets		34,329,000

Total net asset value	$	38,247,000

To eliminate the Members’ Equity of Abeona.

To record $375,000 in merger costs.

To record milestone liabilities. The present value of probability of the short-term milestone liabilities for milestone #1 and #2 are $5,694,000 and long-term liability for milestone #3 is $795,000.

After the consummation of the transactions described herein, PlasmaTech had 200,000,000 common shares authorized, and approximately 23,978,562 common shares were issued and outstanding at March 31, 2015.

Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2015

(Unaudited)

Historical

	PlasmaTech			Abeona			Pro Forma Adjustments			Pro Forma Combined

Revenues	$	258,000		$	-					$	258,000

Expenses
Research and development		453,000			279,000						732,000
General and administrative		1,689,000			133,000			(173,000	)(b)		1,649,000
Depreciation and amortization		118,000			7,000			27,000	(a)		152,000
Total expenses		2,260,000			419,000						2,533,000

Loss from operations		(2,002,000	)		(419,000	)					(2,275,000	)

Interest and miscellaneous income		3,000			3,000						6,000
Interest and other expenses		(1,000	)		-						(1,000	)
		2,000			3,000						(5,000	)

Net loss allocable to common stockholders	$	(2,000,000	)	$	(416,000	)				$	(2,280,000	)

Basic and diluted loss per common share
Loss allocable to all common stockholders	$	(0.10	)							$	(0.10	)

Weighted average basic and diluted common shares outstanding		19,983,751									23,963,512

Notes to Pro Forma Condensed Combined Statement of Operations

Note 1: The above statement gives effect to the merger of PlasmaTech and Abeona, as if the merger had occurred on January 1, 2014.

a) To record $27,000, three months amortization of the licensing agreement for estimated change in fair value.

b) To reverse $173,000 in merger costs recorded in the first quarter of 2015.

Note 2: The pro forma combined-weighted average number of common outstanding shares is based on the weighted average number of shares of common stock of PlasmaTech during the period plus those shares to be issued in conjunction with the merger. A reconciliation between PlasmaTech's historical weighted average shares outstanding and pro forma weighted average shares outstanding and pro forma weighted average shares outstanding is as follows:

Historical			19,983,751
Abeona equivalent shares giving effect to the merger			3,979,761
Total			23,963,512

Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended December 31, 2014

(Unaudited)

Historical

	PlasmaTech			Abeona			Pro Forma Adjustments			Pro Forma Combined

Revenues	$	925,000		$	-					$	925,000

Expenses
Research and development		333,000			28,000						361,000
General and administrative		3,712,000			397,000						4,109,000
Depreciation and amortization		11,000			11,000			109,000	(a)		131,000
Total expenses		4,056,000			436,000						4,601,000

Loss from operations		(3,131,000	)		(436,000	)					(3,676,000	)

Interest and miscellaneous income		45,000			2,000						47,000
Interest and other expenses		(582,000	)		-						(582,000	)
Loss on change in fair value of derivative preferred stock		(23,110,000	)		-						(23,110,000	)
		(23,647,000	)		2,000						(23,645,000	)

Net loss		(26,778,000	)		(434,000	)					(27,321,000	)

Less preferred stock dividends		(2,875,000	)		-						(2,875,000	)
Net loss allocable to common stockholders	$	(29,653,000	)	$	(434,000	)				$	(30,196,000	)

Basic and diluted loss per common share
Loss allocable to all common stockholders	$	(15.26	)							$	(5.10	)

Weighted average basic and diluted common shares outstanding		1,942,905									5,922,666

Notes to Pro Forma Condensed Combined Statement of Operations

Note 1: The above statement gives effect to the merger of PlasmaTech and Abeona, as if the merger had occurred on January 1, 2014.

a) To record $109,000, twelve months amortization of the licensing agreement for estimated change in fair value.

Historical			1,942,905
Abeona equivalent shares giving effect to the merger			3,979,761
Total			5,922,666

Form: 8-K/A

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