The acquisition is structured as a stock-for-stock merger, pursuant to which all outstanding equity interests of Orphai will be exchanged based on a fixed exchange ratio for a combination of 3,258,517 shares common stock, 67,101.235 shares of Series C non-voting convertible preferred stock (representing 67,101,235 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) and options to purchase 26,332,798 shares of common stock. In addition, Orphai's outstanding warrants were exchanged for warrants to purchase up to 10,964.505 shares of Series C non-voting convertible preferred stock (or 10,964,505 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at an exercise price of $996.90 per share (or $0.9969 per share on an as-converted-to-common basis), for up to approximately $10.9 million in additional proceeds upon exercise of the warrants.