Subsequent Events	6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events On July 28, 2025, the Company entered into an Agreement and Plan of Merger with Bausch Health Americas, Inc., a Delaware corporation (“Parent”), BHC Lyon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of Section 6.10 thereof, Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia (the “Merger Agreement”). On August 8, 2025, the Company, Parent and Merger Sub entered into an Amendment No. 1 (the “Amendment”) to the Merger Agreement pursuant to which the Company, Parent and Merger Sub agreed to extend the date by which Merger Sub is obligated to commence a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Company Shares”) from August 11, 2025 to August 12, 2025. Pursuant to the terms and conditions of the Merger Agreement and the Amendment, on August 12, 2025, Merger Sub commenced the Offer to acquire all of the Company Shares, for (i) $1.75 per Company Share, to the holder of such Company Shares in cash, without interest thereon and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contingent value right per Company Share (each, a “CVR”), which will represent the contractual right to receive the pro rata portion of two potential additional net sales milestone payments of up to $350 million in the aggregate (minus any amount assigned to option holders under a retention plan), if the milestones are achieved before the earlier of the 10 year anniversary of the first commercial sale of larsucosterol in the United States and December 31, 2045, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent (the “Rights Agent” the Cash Amount plus one CVR, collectively, the “Offer Consideration”). As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), without a vote of the Company’s stockholders (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”), and without any action on the part of the holders of any Company Shares, each Company Share (other than any Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Merger Sub or their subsidiaries, or the Company (or held in the Company’s treasury), (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by Company stockholders who are entitled to demand and have properly and validly exercised and perfected their statutory rights to demand appraisal under the laws of the State of Delaware) will be automatically converted into the right to receive the Offer Consideration, without interest thereon and less any applicable withholding tax. The Company’s Board of Directors unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained in the Merger Agreement and the consummation of the transaction contemplated thereby upon the terms and subject to the conditions contained in the Merger Agreement, and (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the holders of Company Shares accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer. The transaction is conditioned on a majority of the outstanding shares of the Company’s common stock being tendered into the Offer and not withdrawn, as well as other customary closing conditions. The transaction is expected to close in the third quarter of 2025. Additional information about the Merger Agreement, the Offer, and the Merger is set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on August 12, 2025, together with the exhibits and annexes thereto and as amended or supplemented from time to time.

Subsequent Events

6 Months Ended

Jun. 30, 2025

Note 11. Subsequent Events

On July 28, 2025, the Company entered into an Agreement and Plan of Merger with Bausch Health Americas, Inc., a Delaware corporation (“Parent”), BHC Lyon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of Section 6.10 thereof, Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia (the “Merger Agreement”).

On August 8, 2025, the Company, Parent and Merger Sub entered into an Amendment No. 1 (the “Amendment”) to the Merger Agreement pursuant to which the Company, Parent and Merger Sub agreed to extend the date by which Merger Sub is obligated to commence a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Company Shares”) from August 11, 2025 to August 12, 2025.

Pursuant to the terms and conditions of the Merger Agreement and the Amendment, on August 12, 2025, Merger Sub commenced the Offer to acquire all of the Company Shares, for (i) $1.75 per Company Share, to the holder of such Company Shares in cash, without interest thereon and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contingent value right per Company Share (each, a “CVR”), which will represent the contractual right to receive the pro rata portion of two potential additional net sales milestone payments of up to $350 million in the aggregate (minus any amount assigned to option holders under a retention plan), if the milestones are achieved before the earlier of the 10 year anniversary of the first commercial sale of larsucosterol in the United States and December 31, 2045, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent (the “Rights Agent” the Cash Amount plus one CVR, collectively, the “Offer Consideration”).

As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), without a vote of the Company’s stockholders (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”), and without any action on the part of the holders of any Company Shares, each Company Share (other than any Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Merger Sub or their subsidiaries, or the Company (or held in the Company’s treasury), (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by Company stockholders who are entitled to demand and have properly and validly exercised and perfected their statutory rights to demand appraisal under the laws of the State of Delaware) will be automatically converted into the right to receive the Offer Consideration, without interest thereon and less any applicable withholding tax.

The Company’s Board of Directors unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained in the Merger Agreement and the consummation of the transaction contemplated thereby upon the terms and subject to the conditions contained in the Merger Agreement, and (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the holders of Company Shares accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

The transaction is conditioned on a majority of the outstanding shares of the Company’s common stock being tendered into the Offer and not withdrawn, as well as other customary closing conditions. The transaction is expected to close in the third quarter of 2025.

Additional information about the Merger Agreement, the Offer, and the Merger is set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on August 12, 2025, together with the exhibits and annexes thereto and as amended or supplemented from time to time.