v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events  
Subsequent Events

15. Subsequent Events

Turnstone Acquisition

On June 26, 2025, the Company entered into an Agreement and Plan of Merger with Turnstone and XRA 3, a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to which the Company plans to acquire Turnstone through a tender offer for (i) $0.34 in cash per share of Turnstone common stock, plus (ii) one non-transferable CVR per share. The merger closed on August 11, 2025.

New Tax Law enacted July 4, 2025

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act was enacted in the U.S., which introduced significant changes to U.S. income tax law, including provisions affecting the deductibility and capitalization of research and development expenditures, business interest deductions, and the international tax framework. The legislation has multiple effective dates, with certain provisions deemed effective as of January 1, 2025 and others effective through 2027. The Company is currently evaluating the potential impact of the new legislation, including implications for deferred tax assets and related disclosures.

ESSA Acquisition and XenoTherapeutics Arranger Letter

On July 13, 2025, the ESSA Acquisition Agreement was executed, pursuant to which the Company agreed to facilitate the acquisition of ESSA’s issued and outstanding common shares by Xeno. As part of the ESSA Acquisition Agreement, the Company has agreed to provide bridge financing to Xeno and to act as administrator of the related CVR to the extent Xeno does not fulfill its obligations.

On July 14, 2025, the Company entered into the XenoTherapeutics Arranger Letter Agreement, pursuant to which the Company agreed to provide short-term funding to XenoTherapeutics to facilitate the acquisition. The Company agreed to extend a short-term senior unsecured term loan facility upon election by XenoTherapeutics in an aggregate amount sufficient for Xeno to fulfill its obligation under the ESSA Acquisition Agreement. The Company agreed to fund each borrowing request within three to five days such notice is delivered to the Company. Additionally, Xeno agreed to pay the Company an arranger fee of $3.0 million following the closing of the ESSA acquisition for the services rendered by the Company.

The ESSA acquisition has not closed as of the date of the issuance of these condensed consolidated financial statements.

LAVA Acquisition

On August 3, 2025, the Company entered into the LAVA Purchase Agreement, pursuant to which the Company plans to acquire LAVA through a tender offer for (i) a base price of $1.16 in cash per LAVA ordinary share, (ii) up to an additional $0.08 in cash per share, and (iii) one non-transferable CVR per share. The acquisition has not closed as of the date of the issuance of these condensed consolidated financial statements. Upon the closing of the acquisition, the Company expects to own 100% of the outstanding ordinary shares of LAVA.

HilleVax Acquisition

On August 4, 2025, the Company entered into an Agreement and Plan of Merger with HilleVax and XRA 4, a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to which the Company plans to acquire HilleVax through a tender offer for (i) $1.95 in cash per share of HilleVax common stock, plus (ii) one non-transferable CVR per share. The merger has not closed as of the date of the issuance of these condensed consolidated financial statements.