v3.26.1
Note 6 - Debt
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Long-Term Debt [Text Block]

Note 6Debt

 

Convertible senior notes, net, balances are comprised of the following:

 

   

March 31,

   

December 31,

 

   

2026

   

2025

 

   

(In thousands)

 
                   

2029 Notes, net maturing on June 15, 2029

Long-term

  $ 52,810     $ 51,364  
                   

2026 Notes, net matured on February 13, 2026

Short-term

          17,063  
                   
      $ 52,810     $ 68,427  
                   

2029 Notes embedded derivative reported at fair value

  $ 84,025     $ 157,171  

 

2029 Notes

 

Exchange of 2026 Notes for 2029 Notes

 

On May 14, 2025, we completed the exchange (the “Convertible Note Exchange”) of $70.8 million in aggregate principal amount of our 2026 Notes on a one-for-one basis for newly-issued 2029 Notes. The Convertible Note Exchange was conducted with a limited number of holders of the 2026 Notes pursuant to exchange agreements dated as of May 12, 2025. The 2029 Notes are convertible at the option of the holders into shares of common stock, cash or a combination thereof, as elected by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

 

The 2029 Notes were issued pursuant to an Indenture, dated as of August 14, 2020 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, dated as of May 14, 2025 (the “Second Supplemental Indenture”), between the Company and the Trustee (the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the “Indenture”). The 2029 Notes will mature on June 15, 2029 unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date.

 

Embedded Derivative

 

The embedded derivative on the 2029 Notes includes both a derivative for the interest make-whole feature and a derivative for the conversion feature available to holders allowing them to convert their notes to common stock, cash or a combination thereof. At each reporting date, we remeasure the embedded derivative instruments to fair market value. At contract inception, we recorded a net $23.0 million embedded derivative as a component of our 2029 Notes to the condensed consolidated balance sheet. At March 31, 2026 and December 31, 2025, the fair market value of our embedded derivative was $84.0 million and $157.2 million, respectively. We recorded a $73.1 million non-cash gain on the remeasurement of the embedded derivative in our condensed consolidated statement of operations and comprehensive income for the three months ended March 31, 2026. Increases or decreases in our stock price may materially affect the value of the derivative, and are shown as gains or losses in our condensed consolidated statement of operations and comprehensive income (loss).

 

Interest Make Whole Feature

 

Holders who convert their 2029 Notes prior to June 1, 2029 (except for any conversion in connection with a make-whole fundamental change) are entitled to an interest make-whole payment equal to the sum of the remaining scheduled payments of interest that would have been made had the 2029 Notes remained outstanding from their conversion date through the earlier of (i) the date that is 18 months following their conversion date, and (ii) June 15, 2029, the maturity date.

 

Conversion Feature

 

The 2029 Notes are convertible at the option of the holder into shares of common stock, cash or a combination thereof at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company elects whether the conversion occurs in common stock, cash or a combination thereof. The conversion rate is 161.81 shares of our common stock per $1,000 of note principal (equivalent to an initial conversion price of approximately $6.18 per share of common stock), which equals approximately 11.5 million shares issuable upon conversion. The conversion rate is subject to adjustment in certain circumstances as described in the Indenture.

 

The amount outstanding on the 2029 Notes is as follows:

 

   

March 31,

   

December 31,

 
   

2026

   

2025

 
   

(In thousands)

 

Principal amount

  $ 70,785     $ 70,785  

Unamortized debt discount, net of issuance costs

    (17,975 )     (19,421 )

Total 2029 Notes

  $ 52,810     $ 51,364  
       

Fair value of outstanding 2029 Notes (1)

  $ 151,480     $ 111,992  
                 

Fair value of 2029 Notes embedded derivative (2)

  $ 84,025     $ 157,171  

 

 

(1)

The fair value is classified as a Level 2 liability due to the limited trading activity for the 2029 Notes. This balance reflects the fair value of the 2029 Notes based on quoted prices in an over-the counter market using the most recent trading information at the end of the reporting period.

  (2) The fair value of the 2029 Notes embedded derivative is classified as a Level 3 liability due to unobservable inputs in which little or no market data exists. (For further details refer to “Note 4 — Investments and Fair-Value Measurements”).

 

As of March 31, 2026, our only debt commitment relates to the 2029 Notes, which mature on June 15, 2029.

 

Interest on the 2029 Notes is payable semi-annually in arrears at a rate of 9.50% per annum on each June 15 and December 15, beginning on December 15, 2025. The carrying value of the 2029 Notes includes a discount which we amortize over the duration of the term as non-cash interest expense in the consolidated statement of operations and comprehensive loss. Due to the discount amortization on the 2029 Notes, interest expense is currently being recognized at an implied effective interest rate of 1.82%. 

 

The following table sets forth interest expense recognized related to the 2029 Notes:

 

   

Three Months Ended

 
   

March 31,

 
   

2026

 
   

(In thousands)

 

Contractual interest expense

  $ 1,681  

Amortization of debt discount and issuance costs

    1,445  

Total interest expense

  $ 3,126  

 

The 2029 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after June 20, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice and (ii) the trading day immediately before the date we send such notice. In addition, calling any 2029 Note for redemption would constitute a “make-whole fundamental change” (as defined in the Indenture) with respect to that 2029 Note, in which case the conversion rate applicable to the conversion of that 2029 Note would be increased in certain circumstances if it is converted after it is called for redemption.

 

The 2029 Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.

 

Term Loan 

 

On June 3, 2024, we entered into a Credit and Guarantee Agreement with funds managed by Athyrium Capital Management LP and funds managed by Highbridge Capital Management, LLC, as lenders, pursuant to which we had an outstanding Term Loan of $67.1 million.

 

The Transaction with Novo Nordisk, which closed on November 25, 2025, provided us with $240.0 million in upfront cash of which we used a portion at the time of closing to repay the entire $67.1 million outstanding principal amount of the Term Loan, along with a related prepayment premium, certain expenses and accrued and unpaid interest.

 

The following table sets forth interest expense recognized related to the Term Loan:

 

   

Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 
   

(In thousands)

 

Contractual interest expense

  $     $ 2,233  

Amortization of debt premium and issuance costs

          (1,908 )

Total interest expense

  $     $ 325  

 

2026 Convertible Senior Notes 

 

We had outstanding convertible senior notes that accrued interest at an annual rate of 5.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes matured on February 15, 2026 and were paid in full at that time. 

 

Amounts outstanding on our 2026 Notes as of March 31, 2026 and December 31, 2025 are as follows:

 ​

   

March 31,

   

December 31,

 
   

2026

   

2025

 
   

(In thousands)

 

Principal amount

  $     $ 17,077  

Unamortized debt issuance costs

          (14 )

Total 2026 Notes

  $     $ 17,063  
               

Fair value of outstanding 2026 Notes (1)

  $     $ 16,996  

 

 

(1)

The fair value was classified as Level 2 liability due to the limited trading activity for the 2026 Notes. The balance as of December 31, 2025 reflected the fair value of the 2026 Notes based on quoted prices in an over-the counter market using the most recent trading information at the end of the reporting period. The value of the conversion feature of the 2026 Notes was not deemed to be significant as no holders converted their notes prior to repayment.

 

The following table sets forth interest expense recognized related to the 2026 Notes:

 

   

Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 
   

(In thousands)

 

Contractual interest expense

  $ 112     $ 1,284  

Amortization of debt discount and issuance costs

    14       148  

Total interest expense

  $ 126     $ 1,432