Forward Merger (Tables)

9 Months Ended

Sep. 30, 2024

Forward Merger

Schedule of purchase price calculation

The following is a summary of the purchase price calculation (in thousands except share and per share data):

Number of shares issued as consideration in the Merger		16,500,000
Shares issued for interim convertible notes related to Committed Financing		2,226,182
Total number of shares of common stock of the combined company		18,726,182
Multiplied by the Priveterra share price, as of the Closing	$	10.84
Total	$	202,992
Fair value of contingent consideration		125,699
Replacement of share-based payment awards		13,331
Assumed liabilities		125
Total purchase price	$	342,147

Schedule of allocation of purchase price

The allocation of the purchase price was as follows (in thousands):

Cash and cash equivalents	$	2,001
Net working capital (excluding cash and cash equivalents)		(16,182)
Other assets and liabilities		775
Acquired in-process research and development		348,000
Net assets acquired		334,594
Loss on consolidation of VIE		7,553
Total purchase price	$	342,147

Schedule of number of shares of common stock issued and amounts recorded on the line within stockholders' deficit are reflected below to arrive at the opening consolidated balance sheet of the Successor

		Shares of common stock		Common stock amount		Subscription Receivable		APIC		Accumulated Deficit
Priveterra closing equity as of July 21, 2023		557,160	$	—	$	—	$	5,937	$	(12,897)
Shares issued as Consideration in the Merger	Note 1	16,500,000		2		—		192,189		—
Merger Consideration - Shares issued for Interim Convertible Notes related to Committed Financing	Note 5	2,226,182		—		—		24,132		—
Stock-Compensation for Class B Founder Shares	Note 3	6,900,000		1		—		68,972		(68,972)
Forward Purchase Agreements	Note 6	6,275,000		1		(60,710)		66,714		(38,255)
Issuance of Make-Whole derivative	Note 6	—		—		—		—		(427)
Shares issued in New Money PIPE Subscription Agreements	Note 6	1,001,000		—		—		10,844		(6,433)
Shares issued for Committed Financing	Note 6	3,571,429		—		—		38,714		(13,714)
Contingent Founder Shares	Note 6	—		—		—		(31,401)		—
Loss on Consolidation of VIE	Note 3	—		—		—		—		(7,553)
Other Miscellaneous		128,829		—		—		1,397		(1,397)
Total		37,159,600	$	4	$	(60,710)	$	377,498	$	(149,648)