v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Acquisition of iRenix Medical, Inc.
On July 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iRenix Medical, Inc., a Delaware corporation (“iRenix”), Dolores Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Fortis Advisors LLC, as the securityholders’ representative. Pursuant to the Merger Agreement, on July 6, 2026, Merger Sub merged with and into iRenix (the “Merger”), with iRenix surviving the Merger as a wholly-owned subsidiary of the Company. The aggregate upfront consideration paid by the Company for the transactions contemplated by the Merger Agreement (the “iRenix Acquisition”) was (i) an amount in cash equal to $37.5 million, subject to customary adjustments and a post-closing purchase price adjustment, and (ii) 607,093 shares of common stock, par value $0.0001 per share, of the Company. In addition to the upfront consideration, the securityholders of
iRenix will be entitled to receive up to an aggregate of $115.0 million of milestone payments upon achievement of certain regulatory milestones, and up to an aggregate of $375.0 million of milestone payments upon achievement of certain commercial sales-threshold milestones. Future annual net sales in the U.S. of products developed, manufactured, and commercialized in conjunction with the iRenix Acquisition will also be subject, during the applicable royalty term, to incremental tiered royalty rates in the low-to-mid single digits.
Definitive Agreement to Acquire Alkeus Pharmaceuticals, Inc.
On July 31, 2026, the Company entered into an Agreement and Plan of Merger (the “Alkeus Merger Agreement”), by and among the Company, Apex 2026 Merger Sub, Inc., Alkeus Pharmaceuticals, Inc. (“Alkeus”)), and Shareholder Representative Services LLC, pursuant to which the Company has agreed to acquire (the “Alkeus Acquisition”) Alkeus, a privately held ophthalmology-focused biotechnology company developing gildeuretinol (ALK-001), an investigational once-daily oral therapy for Stargardt disease. The Alkeus Acquisition is expected to close in 2026, subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the satisfaction of other customary closing conditions. The closing of the pending Alkeus Acquisition is not conditioned upon the closing of the private placement described below or the receipt of any minimum amount of gross proceeds from the private placement. There can be no assurances that the Alkeus Acquisition will be consummated on the terms and in the timing described herein or at all.

Subject to the terms and conditions of the Alkeus Merger Agreement, upon consummation of the Alkeus Acquisition, the Company has agreed to pay upfront consideration consisting of (i) an amount in cash equal to $270.0 million, subject to customary adjustments and a post-closing purchase price adjustment, and (ii) an aggregate of $180.0 million in shares of the Company’s common stock valued at a price per share of $61.38. In addition to the upfront consideration, the Company has also agreed to pay the securityholders of Alkeus milestone payments of (i) an aggregate of $250.0 million, payable in cash and/or shares of the Company’s common stock in such proportions as the Company may determine in its sole discretion, contingent upon the achievement of regulatory approval for gildeuretinol and (ii) an aggregate amount of cash equal to $100.0 million contingent upon the achievement of the first commercial sale. In addition, the Company has also agreed to pay low-to-mid single digit tiered royalties as a percentage of gildeuretinol net sales.
Private Placement of Common Stock

On August 5, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a syndicate of existing and new healthcare investors for the sale of shares of the Company’s common stock and pre-funded warrants to purchase shares of the Company’s common stock in a private placement. Pursuant to the terms of the Purchase Agreement, the Company agreed to issue and sell an aggregate of 2,098,519 shares of its common stock at a purchase price of $56.00 per share and pre-funded warrants to purchase an aggregate of 133,625 shares of the Company’s common stock at a purchase price of $55.9999 per pre-funded warrant (the purchase price per share less $0.0001, the exercise price of the pre-funded warrants), which is expected to result in gross proceeds of $125.0 million, before deducting placement agent fees and other offering expenses. The private placement is expected to close on August 7, 2026, subject to satisfaction of customary closing conditions.