| Schedule of purchase price and allocation |
The purchase price consideration consisted of the Company’s shares of common stock issued as of the Closing Date and the additional stock-based compensation related to the fair value of replacement awards attributable to pre-combination services, and was calculated as follows (in thousands, except share and per share amounts): | | | | Implied shares of common stock issued to holders of ACELYRIN common stock | | | 48,653,549 | Closing price per share of common stock as of Closing Date | | $ | 4.78 | Consideration transferred for share exchange | | $ | 232,564 | Fair value of replacement awards attributable to pre-combination services | | $ | 5,513 | Total purchase price consideration | | $ | 238,077 |
The following table presents the final purchase price allocation of the fair value of the net assets acquired and liabilities assumed as of the Closing Date (in thousands): | | | | Assets Acquired | | | | Cash and cash equivalents | | $ | 49,155 | Restricted cash | | | 367 | Marketable securities | | | 333,436 | Research and development prepaid expenses | | | 958 | Prepaid credit voucher for clinical manufacturing | | | 11,376 | Other prepaid expenses and current assets | | | 8,081 | Restricted cash, non-current | | | 220 | Property and equipment | | | 420 | Intangible assets | | | 50,959 | Operating lease right-of-use assets | | | 4,349 | Other assets, non-current | | | 744 | Total assets | | $ | 460,065 | Liabilities Assumed | | | | Accounts payable | | $ | (6,518) | Research and development accrued expenses | | | (3,546) | Other accrued expenses and current liabilities | | | (5,688) | Operating lease liabilities, current | | | (1,390) | Operating lease liabilities, non-current | | | (6,238) | Deferred tax liability | | | (10,701) | Total liabilities | | | (34,081) | Fair value of net assets | | $ | 425,984 | Purchase consideration | | | 238,077 | Gain on bargain purchase | | $ | 187,907 |
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