August 1, 2017

Number of shares of the combined company owned by Threshold stockholders

6,508

(1)

Multiplied by the price per share of Threshold common stock

$

5.94

(2)

Purchase price before options

$

38,658

Threshold options assumed

1,006

(3)

Settlement of preexisting bridge note with Threshold

(4,010

)

(4)

Total purchase price

$

35,654

(1)

Represents the number of shares of common stock of the combined company that Threshold stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. As of August 1, 2017, there were 6,508,356 shares of Threshold common stock outstanding, adjusted for the 11-for-1 reverse stock split.

(2)

The fair value of Threshold common stock used in determining the purchase price was $5.94, which was derived from the $0.54 per share closing price of Threshold on August 1, 2017, the current price at the time of closing, adjusted for the 11-for-1 reverse stock split.

(3)

Because the Company is considered to be the acquirer for accounting purposes, the pre-Merger vested stock options granted by Threshold under Threshold’s 2014 Equity Incentive Plan are deemed to have been exchanged for equity awards of the Company and as such the portion of the acquisition date fair value of these equity awards attributable to pre-Merger service to Threshold were accounted for as a component of the consideration transferred.

(4)

Represents the bridge loan outstanding as of the closing date of the Merger. As the receivable on Threshold’s balance sheet was settled as part of the Merger, it is deemed to be a reduction in the purchase price.