On September 29, 2022, the Company entered into an Agreement and Plan of Merger with AavantiBio. The Acquisition closed on December 2, 2022 and was announced on December 5, 2022. This acquisition allowed the Company to add to its pipeline of assets. The Company acquired AavantiBio for a total purchase price of $9,169, including (i) $1 in cash and (ii) 1,354,258 shares of its common stock, par value $0.001 per share, with a fair value of $9,168 to AavantiBio equityholders. The price per share of the Company’s common stock used in the calculation of the purchase price is based on the closing price of Solid’s common stock on the Nasdaq Global Select Market on December 2, 2022, which was $6.77.

The Acquisition was accounted for as a business combination in which the Company, as the accounting acquirer, recorded the assets acquired and liabilities assumed from AavantiBio at their fair values as of the acquisition date. The Company recognized a gain on the purchase of AavantiBio of $18,236 as the net assets acquired of $27,405 were greater than the purchase price of $9,169. Prior to recognizing the gain, the Company reassessed the measurement and recognition of identifiable assets acquired, and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate, in all material respects. The Company believes that its ability to negotiate a purchase price lower than the fair market value of the acquired net assets was due to a combination of factors, including the then prevailing market conditions and the uncertain future macroeconomic environment. The Company believes the seller, as a smaller, less well capitalized company, was motivated to complete the transaction under the terms described above as growing economic uncertainty and a rising interest rate environment negatively impacted their ability to raise additional capital.

The Company incurred acquisition related costs of $0 for three months ended March 31, 2023.

The fair value was determined utilizing the fair value hierarchy as described in Note 2 and Note 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The following table summarizes the fair values of the assets acquired and liabilities assumed from AavantiBio at the acquisition date.


	December 2, 2022
Assets
Current assets:
Cash and cash equivalents	$	31,524
Prepaid expenses and other current assets		403
Total current assets		31,927
Operating lease, right-of-use asset		1,027
Property and equipment		2,765
Other non-current assets		23
Total assets	$	35,742
Liabilities
Current liabilities:
Accounts payable	$	3,575
Accrued expenses		3,634
Operating lease liabilities		778
Total current liabilities		7,987
Operating lease liabilities, excluding current portion		350
Total liabilities		8,337
Net assets acquired		27,405
Total consideration paid		9,169
Gain on acquisition of business	$	18,236

For the period from December 3, 2022 to December 31, 2022, AavantiBio's revenue and net loss before taxes included within the consolidated statement of operations subsequent to the closing of the Acquisition was $0 and $6,041, respectively.