3. Asset Purchase Agreement

On January 27, 2021, the Company entered into an Asset Purchase Agreement by and among us, NeuBase Corporation, our wholly-owned subsidiary, and Vera Therapeutics, Inc. (“Vera”), as amended by the Amendment to Asset Purchase Agreement, dated as of April 20, 2021, by and between the Company and Vera (collectively, the “APA”), and the transaction closed on April 26, 2021 (the “Vera Acquisition”). Pursuant to the terms of the APA, the Company acquired infrastructure, materials, and intellectual property for PNA scaffolds from Vera for total consideration of approximately $0.8 million in cash and 308,635 shares of Common Stock (of which 146,375 were issued to Vera and 162,260 were held in escrow and released to Vera in accordance with the terms of an escrow agreement between NeuBase Corporation and Vera).

The Company accounted for the Vera Acquisition as an asset acquisition.

Total consideration for the Vera transaction consisted of the following:

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The total consideration for the Vera transaction was allocated as follows:

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In-process research and development assets with no future alternative use acquired in the Vera Acquisition were expensed.