| Gain on the Sale of the VOWST Business |
The following table presents the gain on the sale of the VOWST Business as of December 31, 2024, pursuant to the Purchase Agreement:
|
|
|
|
|
|
|
December 31, |
|
|
|
2024 |
|
Consideration received |
|
|
|
Upfront payment (1) |
|
$ |
79,788 |
|
Prepaid milestone |
|
|
60,000 |
|
Deferred revenue from termination of 2016 License Agreement |
|
|
95,364 |
|
Settlement of net collaboration payable at close |
|
|
27,465 |
|
Premium on equity financing |
|
|
1,484 |
|
Deferred income from termination of 2021 License Agreement |
|
|
3,606 |
|
Accrued liabilities due to SPN - related party |
|
|
(33,458 |
) |
Total fair value transferred for business |
|
$ |
234,249 |
|
|
|
|
|
Net assets transferred |
|
|
|
Inventory |
|
$ |
63,442 |
|
Prepaid expenses and other current assets |
|
|
2,219 |
|
Property and equipment, net |
|
|
3,966 |
|
Operating lease assets |
|
|
17,929 |
|
Other non-current assets |
|
|
39,328 |
|
Accrued expenses and other current liabilities |
|
|
(31,547 |
) |
Operating lease liabilities |
|
|
(14,413 |
) |
Net assets transferred |
|
$ |
80,924 |
|
|
|
|
|
Transaction costs |
|
$ |
6,618 |
|
|
|
|
|
Gain on sale, pre-tax |
|
$ |
146,707 |
|
Income tax |
|
|
— |
|
Gain on sale, net of tax |
|
$ |
146,707 |
|
[1] The upfront payment consists of $100,000, less $17,857 owed by the Company to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, less approximately $2,355 in satisfaction of costs due under the Bacthera Manufacturing Agreement. The following table presents the financial results of the discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
Revenue: |
|
|
|
|
|
|
|
|
Collaboration revenue - related party |
$ |
— |
|
|
$ |
— |
|
|
$ |
126,325 |
|
Total revenue |
|
— |
|
|
|
— |
|
|
|
126,325 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Research and development expenses |
|
— |
|
|
|
5,809 |
|
|
|
28,263 |
|
General and administrative expenses |
|
— |
|
|
|
4,066 |
|
|
|
10,244 |
|
Collaboration (profit) loss sharing - related party |
|
— |
|
|
|
(1,496 |
) |
|
|
704 |
|
Total operating expenses |
|
— |
|
|
|
8,379 |
|
|
|
39,211 |
|
(Loss) income from discontinued operations |
|
— |
|
|
|
(8,379 |
) |
|
|
87,114 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Gain on sale of VOWST business |
|
— |
|
|
|
146,707 |
|
|
|
— |
|
Interest expense |
|
— |
|
|
|
(12,192 |
) |
|
|
(10,708 |
) |
Other expense |
|
— |
|
|
|
(229 |
) |
|
|
— |
|
Income (loss) from discontinued operations, pre-tax |
$ |
— |
|
|
$ |
125,907 |
|
|
$ |
76,406 |
|
Income tax |
|
— |
|
|
|
— |
|
|
|
— |
|
Net income (loss) from discontinued operations, net of tax |
$ |
— |
|
|
$ |
125,907 |
|
|
$ |
76,406 |
|
|
| Summary of Accrued Liabilities of Continuing Operations |
These contingent liabilities are presented as Accrued Liabilities due to SPN - related party from continuing operations on the consolidated balance sheets as of December 31, 2025 and December 31, 2024 and consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2025 |
|
|
2024 |
|
Profit Sharing Payments |
|
$ |
1,701 |
|
|
$ |
11,230 |
|
Royalties associated with the MSK Agreement |
|
|
1,309 |
|
|
|
2,786 |
|
VOWST post-marketing safety surveillance study |
|
|
268 |
|
|
|
771 |
|
80.1% of lease cost of Waltham facility |
|
|
— |
|
|
|
1,501 |
|
Employment-related costs for conveying employees |
|
|
— |
|
|
|
1,462 |
|
Total accrued liabilities due to SPN - related party |
|
$ |
3,278 |
|
|
$ |
17,750 |
|
|