Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.

9 Months Ended

Sep. 30, 2019

Acquisition of Assets [Abstract]

Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.

3. Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.

On August 8, 2019, Aquinox and Former Neoleukin completed a transaction pursuant to the Agreement and Plan of Merger dated August 5, 2019. Former Neoleukin became a wholly owned subsidiary of Aquinox and Aquinox subsequently changed its name to Neoleukin Therapeutics, Inc. All of the outstanding shares of common stock of the Former Neoleukin were exchanged for 4,589,771 shares of common stock of the Company and 101,927 shares of non-voting convertible preferred stock of the Company.

The total consideration paid was $51.6 million and consists of:

(in thousands)
Fair value of 4,589,771 Aquinox common stock	$	15,054
Fair value of 101,927 Aquinox convertible preferred stock		33,432
Cash consideration for fractional shares		5
Transaction costs		3,087
Total consideration	$	51,578

The fair value of the Aquinox securities issued to stockholders of Former Neoleukin was based on the closing stock price on August 7, 2019, the last day of trading prior to the completion of the transaction.

The transaction was accounted for as an asset acquisition as Former Neoleukin did not meet the definition of a business under Accounting Standard Codification Topic 805, Business Combinations (“ASC 805”) as substantially all of the value was in the In Process Research & Development (“IPR&D”) asset. The estimated fair value of the IPR&D asset was expensed as the Company determined that the asset has no alternative future use in accordance with ASC 730 “Research and Development”.

The following table summarizes the assets acquired and liabilities assumed:

(in thousands)
Assets acquired:
Cash and cash equivalents	$	3,282
Receivables, prepayments and deposits		560
Property and equipment, net		1,034
In process research and development asset		47,716
Intangible asset		659
Total assets acquired		53,251
Liabilities assumed:
Accounts payable and other liabilities		1,472
Financing lease liability		201
Total liabilities assumed		1,673
Total consideration	$	51,578