ValenzaBio Acquisition (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

The following table represents the total purchase consideration (in thousands):

Issued Class A Common Stock (1)	$	128,735
Transaction costs (2)	1,271
Cash (3)	8
Total	$	130,014

(1)Shares were issued for consideration at $6.86 per share, including 2,013,673 shares that were being held by Seller LLC until the Holdback Release Date. The Company used a third party valuation specialist to assist management in determining the fair value of the shares of Class A Common Stock at the Closing Date.

(2)Legal and advisory transaction costs of $1.3 million incurred by the Company in connection with the Acquisition, including $0.1 million payable in cash to Seller LLC for the expense fund.

(3)Cash payment of $7,663 to one non-accredited investor for settlement of vested ValenzaBio options.

The following is the allocation of the purchase consideration to the acquired assets and liabilities (in thousands):

Cash	$	11,369
Prepaid expenses and other current assets	2,074
In-process research and development assets	123,057
Accounts payable	(1,628)
Accrued research and development expenses	(4,805)
Accrued compensation and other current liabilities	(53)
Total net asset acquired	$	130,014