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Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.
9 Months Ended
Sep. 30, 2020
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 Pharmaceuticals, Inc. (“Aquinox”) and Neoleukin Therapeutics, Inc. (“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 shares of Aquinox common stock

 

$

15,054

 

Fair value of 101,927 shares of 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