v3.25.4
Discontinued Operations and TSA - Gain on the Sale of the VOWST Business (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Net assets transferred      
Gain on sale, pre-tax $ 0 $ 146,707 $ 0
VOWST Business [Member]      
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 0 146,707 0
Income tax $ 0 0 $ 0
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.

For the year ended December 31, 2024, the gain from sale of the VOWST Business, net of tax of $146,707 was included in the net income (loss) from discontinued operations, net of tax line item of the Company’s consolidated statements of operations and comprehensive income (loss). While the Company has net income from discontinued operations for the year ended December 31, 2024, the Company realized a tax loss for the full year ended December 31, 2024, for which it is more likely than not that the Company will not realize a benefit. The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2025, 2024 and 2023.

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

 

 

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations include corporate costs incurred directly to solely support the VOWST Business.