v3.26.1
Subsequent events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent events

21. Subsequent events

The Company reviews all activity subsequent to the end of the quarter but prior to issuance of the condensed consolidated financial statements for events that could require disclosure or that could impact the carrying value of assets or liabilities as of the balance sheet date. The Company is not aware of any material subsequent events other than the following:

Third Amendment to Note Purchase Agreement

On August 6, 2026, the Company entered into a third amendment to the Note Purchase Agreement (the “Third Amendment”). The Third Amendment amends the financing arrangement under the Note Purchase Agreement by establishing two new separate tranches under the Note Purchase Agreement (“Revenue Notes”) with an aggregate purchase price of up to $75.0 million, replacing the previously available Second Purchase and Third Sale described in Note 10, Debt, which is no longer available under the Note Purchase Agreement. The existing $75.0 million of the Initial Note remains outstanding and provides that the Revenue Participation Percentage applicable to the Initial Note will remain fixed at 1.00% and will not be adjusted in connection with the issuance of additional Notes.

The Revenue Notes are a separate series of Notes which, rather than bearing fixed interest, entitle the Purchasers to quarterly payments (the “Revenue Payments”) equal to the “Revenue Payment Percentage” of net sales of AVMAPKI FAKZYNJA CO-PACK for such fiscal quarter.

ØPursuant to the Third Amendment an initial tranche of $50.0 million in Revenue Notes will be issued on August 28, 2026, subject to satisfaction of certain customary conditions precedent (the “Second Purchase”).
ØAt the option of the Company, a second tranche of up to $25.0 million principal amount of Revenue Notes may be issued (the “Third Purchase”), at any time prior to May 15, 2027, provided that worldwide net sales of AVAMPKI FAKZYNJA CO-PACK are at least $40.0 million for the calendar quarter ended immediately prior to the Third Purchase.

The Revenue Notes mature on June 30, 2033 and require quarterly cash payments initially equal to 4.50% the (“Revenue Payment Percentage”) of net sales of AVMAPKI FAKZYNJA CO-PACK. If the total Revenue Payments are equal to or greater than 100% of the then total purchase price paid by the Purchasers for all Revenue Notes (the “Funded Amount”) as of December 31, 2031, (“Test Date”), the Revenue Payment Percentage will automatically decrease to 1.75% after the Test Date. If the Test Date Condition is not satisfied by the Test Date, the Purchasers will be entitled to a one-time contingent make-whole payment from the Company (the “Contingent Make-Whole Payment”) in an amount equal to 100% of the Funded Amount as of the Test Date less the total Revenue Payments made by the Company as of the Test Date. Except as modified by the Third Amendment, all other terms and conditions of the Note Purchase Agreement remain unchanged.