Quarterly report pursuant to Section 13 or 15(d)

Asset Acquisition (Tables)

Asset Acquisition (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Below is a summary of the total consideration, assets acquired and the liabilities assumed in connection with the Almata Transaction (in thousands):


	Nine Months Ended September 30, 2024
Stock consideration1	$	12,272
Milestone payment due upon close of private placement investment2	7,500
Milestone payment due upon first patient dosed in a Phase 2 trial2	5,000
Transaction costs	2,402
Total GAAP Purchase Price at Close	$	27,174

Acquired IPR&D	$	27,641
Cash	356
Accrued expenses and other current liabilities	(823)
Total net assets acquired and liabilities assumed	$	27,174

1 Equal to the aggregate common shares issued of 171,605 and the aggregate preferred shares issued of 2,412 (as-convertible to 2,412,000 shares of common stock), multiplied by the Company’s closing stock price of $4.75 on March 27, 2024. 2,063 of the 2,412 preferred shares were converted into 2,062,930 shares of common stock on August 13, 2024 upon Company stockholder approval and subject to beneficial ownership limitations.

2 Avalo deemed these milestones probable and estimable as of the transaction close date and therefore included them as part of the GAAP purchase price at close. The first milestone payment due upon the close of the private placement investment was paid in April 2024. The second milestone payment due upon the first patient dosed in a Phase 2 trial was paid in October 2024.