Annual report pursuant to Section 13 and 15(d)

Asset Purchase Agreement

Asset Purchase Agreement
12 Months Ended
Sep. 30, 2022
Asset Purchase Agreement  
Asset Purchase Agreement

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:

Cash consideration




Acquisition costs



Fair value of common stock (1)



Total consideration



(1) The fair value of common stock represents the closing share price of 308,635 shares of the Company’s common stock on April 26, 2021.

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

Property, plant and equipment




Other liabilities



Fair value of net assets acquired



Research and development expense



Total cost of Vera acquisition



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