3.	REVERSE MERGER

Pro Forma Results in connection with Merger

The Company completed its Merger with Regado on May 4, 2015. Based on terms of the Merger Agreement dated January 14, 2015 and amended on January 23, 2015, Private Tobira was deemed the acquiring company for accounting purposes, and the transaction was accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with GAAP. Accordingly, the assets and liabilities of Regado were recorded at estimated fair value as of the Merger closing date. Operating expenses attributable to the former Regado business activities after the Merger were $0.4 million for the three months ended March 31, 2016.

The unaudited financial information in the following table summarizes the combined results of operations of the Company and Regado, on a pro forma basis (in thousands, except per share data):

	Three Months Ended March 31,
	2016			2015
Net loss attributable to stockholders	$	(12,221	)	$	(13,518	)
Net loss attributable to preferred stockholders	$	—		$	(200	)
Net loss attributable to common stockholders, basic and diluted	$	(12,221	)	$	(13,318	)
Net loss per share, basic and diluted	$	(0.65	)	$	(0.90	)

The above unaudited pro forma information was determined based on historical GAAP results of Tobira and Regado. The unaudited pro forma combined results are not necessarily indicative of what the Company’s combined results of operations would have been if the acquisition was completed on January 1, 2015, which represents the first day applicable to present financial information on a pro forma basis. The unaudited pro forma combined net loss includes pro forma adjustments primarily relating to the following non-recurring items directly attributable to the business combination:

Elimination of transaction costs of $0 and $2.6 million for the three months ended March 31, 2016 and 2015, respectively;

Elimination of interest expense of $0 and $0.9 million for the three months ended March 31, 2016 and 2015, respectively, related to the conversion of Private Tobira’s convertible notes in connection with the Merger; and

Elimination of the change in fair value of preferred stock warrant liabilities of $0 and $2.0 million of income for the three months ended March 31, 2016 and 2015, respectively, to reflect 1) the net exercise and cancellation of warrants issued in connection with the convertible notes payable and 2) the conversion of the Oxford Finance LLC, Square 1, and Comerica warrants from warrants on preferred stock to warrants on common stock eliminating the terms that caused the preferred stock warrants to be classified as a liability.