v3.25.4
Notes Receivable
12 Months Ended
Dec. 31, 2025
Receivables [Abstract]  
Notes Receivable

7. Notes Receivable

IntelGenx Technologies Corp.

Prior to the Company's acquisition of Nualtis in October 2024, the Company had outstanding loan agreements and convertible notes with IntelGenx, which are measured at fair value as the Company had qualified for and elected the fair value option. The Company discharged its secured debt it held with IntelGenx, which included the DIP Loan and the IntelGenx Term Loan, in consideration of its acquisition of Nualtis (see Note 4, Acquisitions). The Company continues to hold the 2023 Initial Notes, the 2023 Subsequent Notes, and the IntelGenx 2023 Term Loan Note with IntelGenx (collectively the “IntelGenx Unsecured Debt”); however, IntelGenx continues its bankruptcy proceedings. Accordingly, the Company determined that the fair value of IntelGenx Unsecured Debt was zero as of December 31, 2025 and 2024. respectively. For the year ended December 31, 2024, the Company recognized losses of $10.9 million, an immaterial amount, and $2.8 million in Change in fair value of assets and liabilities, net in its consolidated statements of operations relating to the IntelGenx Term Loan, the DIP Loan, and the IntelGenx Unsecured Debt, respectively.

IntelGenx Term Loan

In March 2021, the Company and IntelGenx entered into a loan agreement (the "Original Loan Agreement") under which the Company provided a loan to IntelGenx for an aggregate principal amount of $2.0 million. In May 2021, the Company paid an additional advance of $0.5 million as an additional term loan. In September 2021, the Company entered into an amended and restated loan agreement which, among other things, increased the principal amount of loans available to IntelGenx by $6.0 million, for a total of up to $8.5 million. The additional $6.0 million loan amount was funded via two separate $3.0 million tranches. The first $3.0 million tranche was funded in January 2022 and the second $3.0 million tranche was funded in January 2023. The loan bears an annualized interest rate of 8% and such interest is accrued daily.

In August 2023 and September 2023, the Company and IntelGenx amended and restated the Original Loan Agreement. The August 2023 amendment, among other things, extended the maturity date from January 5, 2024 to January 5, 2025 and granted the Company additional security over any non-licensed intellectual property owned or controlled by IntelGenx (the “First Amendment”). The September 2023 amendment, among other things, entitles the Company to convert any portion of the outstanding and unpaid principal and accrued interest into common stock of IntelGenx at a conversion price per share of $0.185 (the “Second Amendment”).

Further, in March 2024, the Company and IntelGenx entered into a third amendment to the amended and restated loan agreement (the "Third Amendment", together with the Original Loan Agreement, the First Amendment, and the Second Amendment, the “IntelGenx Term Loan”), under which, among other things, the Company provided an additional $2.0 million term loan, with $1.0 million tranches paid in March 2024 and May 2024, respectively. The Company also received the 2024 Warrants pursuant to the Third Amendment, further described on Note 6, Investments. As described above, the IntelGenx Term Loan was discharged in consideration of the Company’s acquisition of Nualtis.

IntelGenx Convertible Notes

On August 30, 2023, the Company and IntelGenx entered into the Subscription Agreement (as further described in Note 6, Investments), under which the Company paid IntelGenx $2.2 million for the 2023 Initial Units, which included the 2023 Initial Notes. In November 2023, the Company paid $750,000 for the 2023 Subsequent Units, which included the 2023 Subsequent Notes.

IntelGenx 2023 Term Loan Note

In December 2023, the Company and IntelGenx entered into a new term loan agreement under which the Company provided the aggregate principal amount of $500,000 (the “IntelGenx 2023 Term Loan Note”).

Debtor-in-Possession Loan

In May 2024, pursuant to the Initial Order authorizing the DIP Financing, the Company and IntelGenx entered into a senior secured super-priority, interim, non-revolving multiple draw credit facility ("DIP Loan") up to a maximum of CDN $8.0 million. Prior to the Company's acquisition of IGX in October 2024, IntelGenx drew CDN $7.8 million (USD $5.7 million) pursuant to the DIP Loan. As described above, the IntelGenx Term Loan was discharged in consideration of the Company’s acquisition of Nualtis.

Beckley Psytech

In August 2025, the Company issued an unsecured promissory note (the ‘‘Promissory Note’’) to Beckley Psytech in the principal amount of $10.0 million, with net proceeds to be used for the achievement of specified product development milestones. The Promissory Note bore interest at a rate equal to the lesser of 12% per annum and the highest rate permitted by applicable law.

As described in Note 4, Acquisitions, the Promissory Note was settled in connection with the completion of the Beckley Psytech Acquisition as Beckley Psytech became a wholly owned subsidiary and the Promissory Note became an intercompany transaction that is eliminated in consolidation as of the Acquisition Date. The $10.3 million fair value of the Promissory Note, which included principal and interest, was included as consideration in the Beckley Psytech Acquisition as a settlement of a preexisting contract.

Prior to the Company’s acquisition of Beckley Psytech, the Promissory Note was accounted for under amortized cost, which includes the principal value of the note receivable and accrued interest, and was recognized in Short-term notes receivable - related party, net within the consolidated balance sheet.

For the year ended December 31, 2025, and prior to the Company’s acquisition of Beckley Psytech, the Company recognized $0.3 million of interest income related to the Promissory Note in its consolidated statements of operations.

Amandala Neuro Limited Notes Receivable

As noted above in Note 4, Acquisitions, and Note 6, Investments, prior to the Company’s acquisition of Beckley Psytech in November 2025 and pursuant to the terms of the SPA (defined in Note 4, Acquisitions), Beckley Psytech distributed its 100% equity ownership of Amandala, a subsidiary of Beckley Psytech, as a dividend in specie pro rata among existing Beckley Psytech shareholders based on their current ownership stakes in Beckley Psytech. Upon the acquisition and consolidation of Beckley Psytech in November 2025, the Company recognized $1.5 million of loans receivable Beckley Psytech holds from Amandala (“Amandala Notes Receivable”). The Amandala Notes Receivable are non-interest bearing are recognized at costs net of expected credit losses with $0.6 million recognized as Prepaid expenses and other current assets and $0.9 million recognized as Other assets within the consolidated balance sheet, respectively.