Reverse Merger (Tables)

9 Months Ended

Sep. 30, 2015

The purchase price for Regado on May 4, 2015, the closing date of the Merger, was as follows (in thousands):

Fair value of Regado common stock outstanding ⁽¹⁾	$	40,667
Fair value of Regado Series F convertible preferred stock outstanding ⁽²⁾		2,420
Fair value of Regado vested stock options ⁽³⁾		3,036
Total purchase price	$	46,123

(1)	Comprised of 3,734,536 shares of common stock outstanding at the date of the Merger based on the closing price of $10.89 per share as adjusted for the one for nine reverse stock split on May 4, 2015;

(2)	Comprised of 222,222 shares of common stock equivalents, as converted, at the date of the Merger based on the closing price of $10.89 per share as adjusted for the one for nine reverse stock split on May 4, 2015; and

(3)	Consideration transferred includes 551,363 Regado vested equity awards assumed and deemed attributable to pre-combination services to Regado.

Summary of Purchase Price Allocation for Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of May 4, 2015 (in thousands):

Cash, cash equivalents and restricted cash	$	33,232
Prepaid expenses and other assets acquired		1,408
In-process research and development		12,205
Goodwill		5,110
Deferred tax liability		(4,393	)
Other liabilities		(1,439	)
Total	$	46,123

Summary of Combined Results of Operations of the Company and Regado on a Pro Forma Basis

The unaudited financial information in the following table summarizes the combined results of operations of the Company and Regado, on a pro forma basis, as if the Merger had occurred at the beginning of the periods presented (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net loss	$	(22,211	)	$	(24,950	)	$	(46,064	)	$	(70,059	)
Deemed dividend		—			—			—			(14,840	)
Net loss attributable to stockholders	$	(22,211	)	$	(24,950	)	$	(46,064	)	$	(84,899	)
Net loss attributable to preferred stockholders	$	—		$	(416	)	$	—		$	(1,442	)
Net loss attributable to common stockholders, basic and diluted	$	(22,211	)	$	(24,534	)	$	(46,064	)	$	(83,457	)
Net loss per share, basic and diluted	$	(1.49	)	$	(1.88	)	$	(3.10	)	$	(6.49	)