Reverse Merger and Contingent Value Rights (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Fair Value of Consideration Transferred

The fair value of the consideration transferred consisted of the following (in thousands):

	Fair Value at Acquisition Date		Measurement Period Adjustment			Adjusted Fair Value at Acquisition Date
Value of shares of the combined company owned by Aduro equity holders ⁽¹⁾	$	238,003	$	—		$	238,003
Fair value of Aduro stock options and warrants - pre-combination services ⁽²⁾		10,628		—			10,628
Estimated fair value of CVR⁽³⁾		12,270		(2,696	)		9,574
Total fair value of consideration	$	260,901	$	(2,696	)	$	258,205

(1)	Comprised of 16.3 million shares of common stock outstanding at the date of the Merger based on the closing price of $14.595 per share on October 5, 2020.

(2)

Upon closing of the Merger, any Aduro stock option, warrant, or unvested restricted stock unit held by an Aduro employee who remained employed by Aduro as of immediately prior to the Merger, that is outstanding and unexercised as of immediately prior to the Merger, for accounting purposes was converted into a stock-based compensation award, or a Replacement Award, of the Company and is subject to the same terms and conditions after the Merger as the terms and conditions applicable to the corresponding Aduro stock-based compensation award. The amount included in Merger consideration represents the pre-combination service portion of the estimated fair value of the Replacement Awards issued to Aduro employees.

(3)

Immediately prior to closing of the Merger, Aduro granted its stockholders one CVR for each share of Aduro common stock. This CVR gives the holder a right to receive certain cash proceeds from potential future proceeds derived from Aduro’s license agreement with Merck and other non-renal assets for up to ten years.

Summary of Final Allocation of Purchase Price

The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands):

	Fair Value at Acquisition Date		Measurement Period Adjustments			Adjusted Fair Value at Acquisition Date
Assets:
Cash and cash equivalents	$	73,159	$	—		$	73,159
Marketable securities		98,057		—			98,057
Accounts receivable		1,122		—			1,122
Prepaids and other current assets		1,757		—			1,757
Property and equipment, net		19,039		—			19,039
Operating lease right-of-use assets		53,704		—			53,704
Intangible assets		28,118		—			28,118
IPR&D		39,295		—			39,295
Goodwill		22,441		(22,324	)		117
Restricted cash		1,750		—			1,750
Other assets		295		—			295
Total assets acquired		338,737		(22,324	)		316,413
Liabilities:
Accounts payable		2,280		—			2,280
Accrued clinical trial and manufacturing expenses		1,632		—			1,632
Accrued compensation		6,854		—			6,854
Accrued and other current liabilities		6,092		(690	)		5,402
Deferred revenue, current		660		—			660
Operating lease liability, current		2,230		—			2,230
Existing contingent consideration		1,800		(450	)		1,350
Deferred tax liabilities		18,372		(17,735	)		637
Operating lease liabilities, non-current		36,474		—			36,474
Other non-current liabilities		1,442		(753	)		689
Total liabilities assumed		77,836		(19,628	)		58,208
Net Fair Value	$	260,901	$	(2,696	)	$	258,205