Debt |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| Debt | Debt Blackstone Loan Agreement On January 23, 2026, the Company entered into a Loan Agreement (the “Blackstone Loan Agreement”) with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (together, “Blackstone”), the guarantors and lenders from time to time party thereto, and Wilmington Trust, National Association, as agent, pursuant to which the Company borrowed $400,000 in aggregate principal amount of term loans (the “Term Loans”). The Term Loans were funded on January 23, 2026 (the “Term Loans Closing Date”), and the proceeds were used to fund the cash portion of the consideration for the acquisition of Astria (see “Note 2—Acquisition of Astria Therapeutics, Inc.”). Subject to the mutual agreement between the Company, Blackstone and the lenders, the Company may request additional term loans of up to $150,000 in the aggregate. The Term Loans mature on January 23, 2031 (the “Maturity Date”) and require quarterly interest-only payments until the Maturity Date, with outstanding principal due at maturity. Interest accrues at a rate equal to the three-month Secured Overnight Financing Rate (“SOFR”), subject to a floor of 1.75%, plus 4.50% per annum. Prior to the second anniversary of the Term Loans Closing Date, and provided that no event of default is ongoing, the Company may elect to pay a portion of the applicable interest payment in-kind (a “Blackstone PIK Interest Payment”) by capitalizing as principal up to 200 basis points of interest accrued during the applicable interest period, subject to an incremental margin increase of 0.50% per annum on the capitalized portion. The Company is required to make a mandatory prepayment of the Term Loans (i) upon the occurrence of a change of control, (ii) upon the incurrence of certain non-permitted indebtedness, (iii) upon the occurrence of certain asset sales (subject to certain exceptions), or (iv) upon the occurrence of certain events of loss related to the assets of the Company or its subsidiaries (subject to certain exceptions). The Company may make voluntary prepayments in whole or in part in an aggregate principal amount of $5,000 or any whole multiple of $1,000 in excess thereof. Prepayments are subject to a prepayment premium that declines over time. The Blackstone Loan Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type (including a minimum liquidity covenant), as well as customary events of default. A failure to comply with the covenants in the Blackstone Loan Agreement, or an occurrence of any other event of default, could permit the lenders under the Blackstone Loan Agreement to declare the borrowings thereunder, together with accrued interest and fees, and any applicable prepayment premium, to be immediately due and payable. The Company’s obligations under the Blackstone Loan Agreement are secured by a security interest in substantially all of the Company’s and its subsidiaries’ assets, subject to certain exceptions. As of June 30, 2026, the Company had total borrowings of $400,000 under the Blackstone Loan Agreement. Interest expense accrued on the Term Loans for the three and six months ended June 30, 2026 totaled $8,291 and $14,465, respectively, of which $6,083 and $8,291 was paid at the end of each quarterly period, respectively, and $91 was included in accrued expenses in the Condensed Consolidated Balance Sheet as of June 30, 2026. Debt fees and issuance costs incurred for the Term Loans under the Blackstone Loan Agreement totaled $4,952 and are being amortized as interest expense using the effective interest rate method over the remaining term of the Term Loans. Deferred financing amortization of $203 and $352 was recognized for the three and six months ended June 30, 2026, respectively. The fair value of the debt approximates its carrying value based on prevailing interest rates as of the condensed consolidated balance sheet date and is considered as Level 2 in the fair value hierarchy. Pharmakon Loan Agreement On April 17, 2023, the Company entered into a $450,000 Loan Agreement (the “Pharmakon Loan Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as lenders, and BioPharma Credit PLC, as collateral agent for the lenders. Certain of the Company’s wholly owned subsidiaries were guarantors to the Pharmakon Loan Agreement. The Pharmakon Loan Agreement provided for an initial term loan in the principal amount of $300,000 (the “Tranche A Loan”) funded on April 17, 2023 (the “Tranche A Closing Date”). The Company used a portion of the proceeds from the Tranche A Loan to repay the $241,787 of outstanding indebtedness (principal and interest due as of April 17, 2023) under the then-existing credit facility with Athyrium Opportunities III Co-Invest 1 LP (the “Athyrium Credit Agreement”) and to pay associated transaction costs and fees, and used the remaining net proceeds of $25,805 for other general corporate purposes. The Pharmakon Loan Agreement provided for quarterly interest-only payments until the maturity date of April 17, 2028, with the unpaid principal amount of the outstanding Tranche A Loan due and payable on the maturity date. During the first 18 months following the Tranche A Closing Date, the Company had the option to make a portion of the applicable interest payment on the Tranche A Loan in-kind (a “Pharmakon PIK Interest Payment”) by capitalizing as principal up to 50% of the amount of interest accrued on the Tranche A Loan during the applicable interest period. The Tranche A Loan bore interest at a rate equal to the three-month SOFR, which could be no less than 1.75%, plus 7.00%, per annum or, for each interest period in which a Pharmakon PIK Interest Payment was made, with respect to the Tranche A Loan, SOFR plus 7.25%, per annum. The Tranche A Loan accrued interest at an effective interest rate of 12.29% for the three months ended June 30, 2025. Interest expense on the Tranche A Loan for the three and six months ended June 30, 2025 was $7,526 and $16,679, respectively, all of which was paid at the end of each quarterly period. Deferred financing amortization for the three and six months ended June 30, 2025 was $459 and $1,003, respectively. On April 18, 2025, the Company made a $75,000 partial prepayment on the outstanding principal amount under the Tranche A Loan. In conjunction with the partial prepayment, the Company incurred a $2,250 prepayment premium and paid $424 of interest accrued through the payment date. Additionally, unamortized deferred financing costs of $1,921 associated with the Tranche A Loan were written-off at the time of repayment. Collectively, the prepayment and unamortized deferred financing costs totaled $4,171 and were reflected as a one-time loss on extinguishment of debt in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025. The Company paid off in full the remainder of the outstanding principal balance on the Tranche A Loan of $248,704 as of June 30, 2025 in two separate prepayments in the third and fourth quarters of 2025.
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