Business Combination

6 Months Ended

Jun. 30, 2023

2. Business Combination

On April 1, 2022, the Company acquired all of the outstanding equity interests of FGen AG (“FGen”), a company organized under the laws of Switzerland that specializes in strain development and optimization and has developed an ultra-high-throughput screening platform. The Company accounted for the transaction as a business combination under ASC 805, Business Combinations. The consideration paid was comprised of common stock and contingent consideration as follows (in thousands):


Fair value of Class A common stock	$	17,015
Fair value of contingent consideration - restricted stock		3,842
Fair value of contingent consideration - milestones		8,464
Total FGen consideration	$	29,321

The Company issued 5,749,957 shares of its Class A common stock on the acquisition date comprised of 4,051,107 unrestricted shares valued at $17.0 million based on the closing market price of $4.20 per share and 1,698,850 restricted shares classified as contingent consideration and subject to vesting conditions. Of the restricted shares, 584,246 shares were subsequently forfeited during the quarter ended June 30, 2022 when the contingency related to the filing of a registration statement was resolved. The Company incurred $1.7 million of acquisition-related costs which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):


	Preliminary Allocation			Measurement Period Adjustment (3)			Final Allocation
Cash and cash equivalents	$	1,430		$			$	1,430
Accounts receivable		144			—			144
Other non-current assets		10			—			10
Property and equipment		146			(112	)		34
Intangible assets (1)		21,100			—			21,100
Goodwill (2)		11,001			(386	)		10,615
Accounts payable and accrued expenses		(29	)		—			(29	)
Deferred revenue		(104	)		—			(104	)
Deferred tax liability		(4,377	)		498			(3,879	)
Net assets acquired	$	29,321		$	—		$	29,321

(1) Estimated useful life of 15 years.

(2) Non-deductible for tax purposes.

(3) Represents adjustments related to tangible assets acquired and estimated tax liabilities with a corresponding net decrease to goodwill.