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Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.
12 Months Ended
Dec. 31, 2020
Acquisition of Assets [Abstract]  
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc.
On August 8, 2019, Neoleukin Therapeutics, Inc., or Former Neoleukin, and Aquinox Pharmaceuticals, Inc., or Aquinox, 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 consisted of (in thousands, except share amounts):
Fair value of 4,589,771 Aquinox common stock
$15,055 
Fair value of 101,927 Aquinox convertible preferred stock
33,432 
Cash consideration for fractional shares
Transaction costs3,086 
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 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 of $47.7 million was expensed as the Company determined that the asset has no alternative future use.
The following table summarizes the assets acquired and liabilities assumed (in thousands):
Assets acquired:
Cash and cash equivalents$3,282 
Receivables, prepayments and deposits560 
Property and equipment1,034 
In-process research and development47,716 
Intangible asset659 
Total assets acquired53,251 
Liabilities assumed:
Accounts payable and other liabilities1,472 
Financing lease liability201 
Total liabilities assumed1,673 
Total consideration$51,578