The Merger was accounted for as a reverse asset acquisition because substantially all of the fair value was concentrated in cash, working capital, and a long-lived contract intangible asset (See Note 1).

The estimated fair value of total consideration given was $110.4 million as detailed below and is based on 3,208,718 shares of common stock, after taking into account the Reverse Stock Split, outstanding immediately prior to the Effective Time.

Number of common shares of the combined company to be owned by Aerpio shareholders		3,208,718
Multiplied by the fair value per share of Aerpio common stock on August 26, 2021	$	33.00
Fair value of Aerpio common stock		105,887,694
Aadi transaction costs		4,500,864
Purchase price	$	110,388,558

	August 26, 2021
Cash and cash equivalents	$	29,700
Other current assets		2,709
Intangible asset (1)		78,062
Deposits		20
Accounts payable and accrued liabilities		(103	)
Purchase price	$	110,388

(1)

The long-lived intangible asset represents Aerpio’s out-licensing agreement with Gossamer Bio., Inc. Should payment be received from the underlying license agreement, in accordance with milestones or royalties, the Company will retain 10% of the proceeds with the balance being distributed to the CVR Holders. In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the acquired contract intangible asset. See Note 5 below for additional discussion of the subsequent impairment recognized.