Debt |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt | |
| Debt | 11. DebtOn October 16, 2020, the Company entered into a Loan and Security Agreement with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) for $50.0 million (the “Loan and Security Agreement”), which was amended in 2022 to increase the Company’s borrowing capacity. On February 10, 2025, the Company entered into an Amended and Restated Loan and Security Agreement with Oxford (such agreement, as amended, the “Oxford Loan Agreement”). The Oxford Loan Agreement consolidated the existing outstanding loan tranches solely with Oxford and amends and restates in its entirety that certain Loan and Security Agreement, as amended. In conjunction with the Oxford Loan Agreement, the Company was required to pay $0.9 million, which included $0.5 million to SVB for the final payment on the outstanding tranche. On September 29, 2025, the Company received $50.0 million from the next available tranche under the Oxford Loan Agreement, bringing the total borrowings to $100.0 million. On February 27, 2026, the Company terminated the Oxford Loan Agreement and entered into a Financing Agreement (the “Financing Agreement”) with certain funds managed by Blue Owl Capital Corporation (“Blue Owl”). Concurrently with the entry into the Financing Agreement, the Company also entered into a Pledge and Security Agreement (the “Security Agreement,” together with the Financing Agreement, the “2026 Loan Agreement”) with Blue Owl. The Financing Agreement contains customary representations, warranties and covenants. The Company is also required to maintain a minimum unrestricted cash balance of at least 60% of the aggregate outstanding principal amount, unless certain milestones are met and maintained. The 2026 Loan Agreement provides for up to $350.0 million (each, a “Term Loan” and together, the “Term Loans”), of which $100.0 million of the initial term loan (the “Initial Term Loan”) was received in February 2026. In addition, the Financing Agreement includes an uncommitted incremental term loan facility that requires the consent of Blue Owl in an aggregate principal amount not to exceed $200.0 million. Deferred financing costs related to undrawn debt are included in “Other long-term assets” in the consolidated balance sheets. The Company used the proceeds of the Initial Term Loan upon the closing under the 2026 Loan Agreement to repay all outstanding obligations, totaling $103.7 million, which included $2.0 million related to the final payment and $1.0 million related to the prepayment fee, under the Oxford Loan Agreement with Oxford and upon such repayment, terminated the Oxford Loan Agreement. The amount repaid by the Company included $100.0 million of outstanding indebtedness plus accrued and unpaid interest as of February 27, 2026 and fees. The Company recognized a loss on extinguishment of debt of $3.3 million in connection with the termination of the Oxford Loan Agreement. As a result of the termination, all credit commitments under the Oxford Loan Agreement were terminated and all security interests and guarantees executed in connection with the Oxford Loan Agreement were released. On March 31, 2026, the Company received $100.0 million from the next available tranche under the 2026 Loan Agreement. To date, the Company has received $200.0 million of Term Loans. The additional delayed draw term loan commitment in an aggregate principal amount not to exceed $150.0 million will be available from the date of FDA approval for apitegromab in SMA until the date that is the earliest of the full usage thereof, termination thereof and September 30, 2027, which may be borrowed by the Company at its sole option upon satisfying certain customary conditions, including satisfaction of the minimum cash covenant (if applicable). The outstanding principal of the Term Loan bears interest at a rate per annum on the basis of a 360 day year equal to (a) in the case of Term Loans bearing interest based on the base rate defined in the Financing Agreement, the sum of (i) the base rate (and which base rate will not be less than 2.00%) plus (ii) 4.00% and (B) in the case of Term Loans bearing interest based on the three-month forward-looking term secured overnight financing rate as published by CME Group Benchmark Administration Limited (the “Term SOFR”), the sum of (i) three-month Term SOFR (subject to 1.00% per annum floor), plus (ii) 5.00%. Accrued interest is payable quarterly, on any date of prepayment of the Term Loans and at maturity. The maturity date of the Term Loan is the earlier of February 26, 2032 and the date the Term Loans shall otherwise become due and payable in full under the Financing Agreement. The Company may, at its option, prepay at any time the Term Loans on any Business Day in whole or in part. In certain instances and during certain time periods, these prepayments, together with certain mandatory prepayments and payments of the Term Loans resulting from the exercise of remedies under the Financing Agreement, will be subject to customary prepayment fees. |