Related-Party Transactions |
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| Related-Party Transactions | |||||||||||||||||||||||||||||||||||||||||||||||||
| Related-Party Transactions | 10. Related-Party Transactions Relationship with Janssen Pharmaceuticals, Inc. On December 20, 2023, the Company entered into the Original Asset Purchase Agreement and Supply Agreement with Janssen. The agreements were combined and accounted for as a single contract under ASC 606 because they were negotiated with a single commercial objective. The transaction price was allocated to the identified performance obligations, and revenue was recognized as those performance obligations were satisfied. On April 15, 2026, the Company entered into the Asset Purchase Agreement with Janssen to reacquire all rights, title and interest in bota-vec and other assets related to the RPGR Product. In connection with this transaction, the Company made an upfront cash payment of $25.0 million to Janssen, and agreed to make certain future milestone and royalty payments tied to regulatory approval and commercial performance. Concurrently, the parties entered into the Termination Agreement that terminated the Original Asset Purchase Agreement, the Supply Agreement and certain other documents related to the Original Asset Purchase Agreement. As a result of the termination, the Company had no remaining performance obligations under the foregoing agreements. The Company accounted for the reacquisition of bota-vec as an asset acquisition. The total consideration transferred under the Asset Purchase Agreement included a $25.0 million upfront payment and the settlement of the outstanding $3.3 million related party accounts receivable. The consideration was allocated to the reacquired in-process research and development assets, inventory acquired from Janssen and the Transition Services Agreement between MeiraGTx Ocular and Janssen, dated as of the Janssen Closing Date (the “Transition Services Agreement”), based on their relative fair values. Because the reacquired in-process research and development assets had no alternative future use, the portion of the consideration allocated to those assets was recognized as acquired in-process research and development expense during the three and six months ended June 30, 2026. The portion of the consideration allocated to the acquired inventory was recognized as research and development expense as the inventory has no alternative future use and will be consumed in the Company's internal research and development activities. The portion of the upfront payment allocated to the Transition Services Agreement is recognized as expense as the related services are performed. Accordingly, during the three and six months ended June 30, 2026, the Company recognized the remaining deferred revenue associated with the Original Asset Purchase Agreement and related agreements as service revenue – related party, as the remaining performance obligations were extinguished upon termination of the agreements. A summary of the deferred revenue – related party is as follows (in thousands):
During the three-month period ended June 30, 2026, the Company recognized related party service revenue of $66.8 million related to the recognition of related party deferred revenue following the termination of the Original Asset Purchase Agreement and related agreements. During the three-month period ended June 30, 2025, the Company recognized related party service revenue of $3.7 million, of which $1.6 million is due to related party deferred revenue recognized as service revenue, based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements. During the six-month period ended June 30, 2026, the Company recognized related party service revenue of $67.0 million, of which $66.8 million related to the recognition of related party deferred revenue following the termination of the Original Asset Purchase Agreement and related agreements and $0.1 million related to the recognition of related party deferred revenue based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements. During the six-month period ended June 30, 2025, the Company recognized $5.6 million of related party service revenue, inclusive of the $2.3 million of related party deferred revenue recognized as related party service revenue, based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements. Relationship with Hologen During the second quarter of 2026, the Company and Hologen and their affiliates completed the initial closing of the strategic collaboration and entered into amendments to the framework agreements to facilitate the initial funding and investment structure. As part of the initial closing, the parties entered into the Hologen Collaboration Agreement for the development, manufacturing and commercialization of the Clinical Programs and the Delivery Device, completed Hologen’s initial investment in MeiraGTx Manufacturing, and agreed to the related equity arrangements providing for Hologen’s potential acquisition of additional equity interests in MeiraGTx Manufacturing in the future. The agreements entered into with Hologen and its affiliates were negotiated as interdependent elements of the overall strategic collaboration and were intended to achieve a single commercial objective. Although executed on different dates, the agreements were evaluated collectively based on their interrelationship and economic substance. Accordingly, the agreements were combined and accounted for as a single contract. As part of the accounting for the combined contract, the Company first identified the financial assets, financial liabilities and equity transactions arising from the agreements, including its investments in Reogen and Hologen, its sale of a non-controlling interest in MeiraGTx Manufacturing to Hologen, and the related equity contracts, and accounted for those elements at fair value. The residual consideration attributable to the revenue contract, including cash and non-cash consideration, was then accounted for in accordance with ASC 606. The resulting transaction price was allocated to the identified performance obligations, including the transfer of the licenses to the Clinical Programs and the Delivery Device, development services, transition services and other contractual obligations, based on their relative standalone selling prices. Revenue has been recognized as the related performance obligations are satisfied. As of June 30, 2026, the aggregate transaction price allocated to unsatisfied performance obligations was $16.2 million. In connection with the contractual share repurchase provisions under the Hologen collaboration arrangements, the Company also recognized a refund liability of $7.3 million representing its obligation to transfer a specified number of Reogen shares to Hologen. In accordance with ASC 606, the refund liability was initially measured based on the fair value of the specified number of Reogen shares at the transaction date and is presented within other current liabilities in the accompanying condensed consolidated balance sheets. The refund liability will be derecognized upon settlement of the contractual share transfer. As part of the arrangement, the Company recognized license revenue related to the transfer of the licenses to the Clinical Programs and the Delivery Device in accordance with its accounting policy. In addition, a portion of the transaction consideration was allocated to future development services and transition services associated with the Clinical Programs and the Delivery Device. Accordingly, the Company recorded related party deferred revenue representing the unsatisfied performance obligations for the development and transition services, which will be recognized as the related performance obligations are satisfied over the expected service period. During the three and six months ended June 30, 2026, the Company recognized license revenue – related party of $204.6 million related to the licenses of the Clinical Programs and the Delivery Device and $37.9 million of service revenue – related party associated with development and transition services provided to Reogen. As of June 30, 2026, the Company has invoiced Reogen for $12.9 million for the development and transition services and recognized a related party unbilled receivable of $24.4 million, representing revenue recognized in excess of amounts billed under the Hologen Collaboration Agreement. As of June 30, 2026, the remaining deferred revenue balance related to the Hologen Collaboration Agreement was $16.2 million, with $5.1 million of this balance expected to be recognized as revenue within the next 12 months as the related services are performed, with the remainder expected to be recognized in to three years as the remaining performance obligations are satisfied. A summary of the deferred revenue – related party is as follows (in thousands):
Debt Financing On August 2, 2022 the Company, as borrower, and MeiraGTx UK II and MeiraGTx Ireland, as guarantors (the “Subsidiary Guarantors”), entered into a senior secured financing arrangement (the “Financing Agreement”) by and among the Company, the Subsidiary Guarantors, the lenders and other parties from time to time party thereto and Perceptive Credit Holdings III, LP, as administrative agent and lender (“Perceptive”). On December 19, 2022, the Financing Agreement was converted to a notes purchase agreement and guaranty (the “Notes Purchase Agreement”) between the same parties and under substantially the same terms and conditions as the Financing Agreement, subject to certain customary note constitution terms. Pursuant to an amendment to the Notes Purchase Agreement entered into on March 25, 2026, the maturity date of the Notes Purchase Agreement was extended from August 2, 2026 to May 2, 2027 and the Company agreed to redeem a portion of the outstanding principal amount of the Tranche 1 Notes equal to $25.0 million on or before June 30, 2026. The parties also agreed to amend the warrants further described in Note 12 to change the exercise price to $8.00 per share. Pursuant to another amendment to the Notes Purchase Agreement entered into on May 12, 2026, the maturity date of the Notes Purchase Agreement was extended from May 2, 2027 to July 1, 2027. During the three months ended June 30, 2026, the Company voluntarily prepaid all outstanding principal and accrued interest under the Notes Purchase Agreement, resulting in the full repayment and termination of such agreement. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $0.3 million related to the write-off of unamortized debt issuance costs. Refer to the discussion in Note 12 for further information related to the accounting for the debt financing. Perceptive Advisors LLC, an affiliate of Perceptive, is a greater than 10% holder of the ordinary shares of the Company. Additionally, Ellen Hukkelhoven, Ph.D., a director of the Company, is an employee of Perceptive Advisors LLC. Share Repurchase On December 31, 2025, the Company entered into a share purchase agreement to repurchase 2,300,000 of its ordinary shares from Perceptive Life Sciences Master Fund, Ltd., an affiliate of Perceptive Advisors LLC, at a purchase price of $7.91 per share, for an aggregate purchase price of $18.2 million. The repurchase transaction was completed on January 5, 2026, at which time the Company acquired the shares and recorded them as treasury shares, resulting in a reduction of shareholders’ equity. |