12.    Debt Financing

Notes Purchase Agreement

On August 2, 2022, the Company and the Subsidiary Guarantors entered into the Financing Agreement with Perceptive, which was converted on December 19, 2022 into a Notes Purchase Agreement on substantially the same economic terms and conditions as the Financing Agreement, subject to certain customary note constitution provisions. The Notes Purchase Agreement provided for an initial issuance of $75.0 million of senior secured notes.

During the six months ended June 30, 2026, the Notes Purchase Agreement was amended to extend its maturity date to July 1, 2027 and to require the repayment of $25.0 million of the outstanding principal on or before June 30, 2026. Outstanding borrowings bore interest at a variable annual rate equal to 10.0% plus one-month secured overnight financing rate, subject to a 1.0% floor. The effective interest rate was 13.67% on June 30, 2026.

On June 30, 2026, the Company voluntarily repaid all outstanding principal and accrued interest under the Notes Purchase Agreement, resulting in the full repayment and termination of such agreement. No early redemption fee was incurred. Upon termination, all collateral securing the outstanding debt, including the Company’s manufacturing facilities in London, United Kingdom and Shannon, Ireland, certain cash balances, the bank accounts of the subsidiary guarantors, and the equity interests of the Subsidiary Guarantors, together with the related security interests and covenants, were released.

During the three months ended June 30, 2026 and 2025, the Company recognized interest expense of $2.6 million and $2.7 million, respectively. During the six months ended June 30, 2026 and 2025, interest expense was $5.2 million and $5.4 million, respectively.

Debt issuance costs, including lender fees and legal costs, were recorded as a discount to the Notes Purchase Agreement and amortized to interest expense over the expected term of the facility using the effective interest method. At June 30, 2026, the remaining unamortized discount of $0.3 million was written off to interest expense in connection with the repayment and termination of the Notes Purchase Agreement.

In connection with entering into the Financing Agreement, the Company granted warrants to Perceptive to purchase up to (i) 400,000 ordinary shares of the Company at an exercise price of $15.00 per share and (ii) 300,000 ordinary shares of the Company at an exercise price of $20.00 per share. Pursuant to an amendment entered into on March 25, 2026, the warrants were amended to change the exercise price to $8.00 per share. The warrants are exercisable immediately and expire on August 2, 2027.

Royalty Note Purchase Agreement

On June 30, 2026, MeiraGTx, LLC, as issuer, and MeiraGTx Holdings and certain of its subsidiaries entered into a Royalty Note Purchase Agreement (the “Royalty Note Purchase Agreement”) with Maverick SA LLC (an affiliate of funds managed by Oberland Capital) as purchaser agent, and certain purchasers (“Purchasers”), pursuant to which the Purchasers purchased an aggregate of $100.0 million of senior secured royalty notes (“Royalty Notes”).

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Each Purchaser agreed to purchase additional Royalty Notes, subject to the satisfaction of certain conditions and prior to the applicable funding deadline for each purchase tranche. The Purchasers’ funding commitments remain available until the earliest of the applicable funding deadline for each purchase tranche or the occurrence of certain specified termination events, including a change of control, repayment or maturity of the outstanding balance, termination of the commitments in accordance with the Royalty Note Purchase Agreement, or the end of the revenue payment period. The additional purchase commitments are as follows:

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The Purchasers will be entitled to receive capped payments (the “Revenue Payments”) equal to 1.95% of the global net sales (“Net Sales”) of the Company’s gene therapy product candidates AAV-AIPL1, AAV-hAQP1 and bota-vec (the “Included Products”), which may increase pro rata upon the making of any Purchase subsequent to the aggregate purchases of $125 million in Royalty Notes, and may decrease pro rata upon any voluntary partial repurchase at any time of the Royalty Notes, in each case subject to the applicable cap. If the aggregate amount of Revenue Payments, any milestone payment the Company makes under the Royalty Note Purchase Agreement and voluntary repurchase amounts made by the Company to the Purchasers pursuant to the Royalty Note Purchase Agreement as of December 31, 2031 (the “Test Date”) equals or exceeds the amount of the aggregate purchase price for the Royalty Notes paid by the Purchasers (the “Total Funded Amount”) to the Company pursuant to the Royalty Note Purchase Agreement (the “Test Date Condition”), the then-applicable percentage of Net Sales payable as Revenue Payments will automatically decrease by a percentage specified in the Royalty Note Purchase Agreement for all subsequent years, subject to the applicable cap. If the Test Date Condition is not satisfied by the Test Date of December 31, 2031, the then-applicable percentage of Net Sales payable as Revenue Payments may increase for all subsequent years, subject to the applicable cap, to a rate that would have provided the Purchasers with 100% of the Total Funded Amount as of the Test Date had such rate applied from the date of the First Purchase through and including the Test Date. The capped Revenue Payments will become payable to the Purchasers on a quarterly basis after marketing approval is received for each Included Product.

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The Purchasers have an option to terminate the Royalty Note Purchase Agreement and to require the Company to repurchase the Royalty Notes in full for an amount equal to the Total Funded amount plus an agreed capped multiple upon certain enumerated events of default.

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Non-refundable milestone payments, all subject to the applicable cap, are due after the first marketing approval by the FDA, EMA or UK Medicines and Healthcare Products Agency of any product, and increase by an additional amount if the Third Purchase is funded. The repayment amount is due on the maturity date of June 30, 2036 or earlier acceleration for an event of default or change of control. Interest shall accrue on all past due payments immediately upon the occurrence and during the continuance of an event of default.

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The Company’s obligations under the Royalty Note Purchase Agreement are guaranteed by the Company and certain of its subsidiaries and is secured by the Company’s and certain of its subsidiaries’ cash, equity interests, receivables, property, plant and equipment and specific assets related to the Included Products.

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The Royalty Note Purchase Agreement contains features that affect the amount and timing of future cash flows. The Company elected the fair value option for the entire instrument upon initial recognition. Accordingly, the liability is measured at fair value on a recurring basis, with changes in fair value recognized on the condensed consolidated statements of operations and comprehensive income (loss). The fair value of the liability is determined using valuation techniques that incorporate significant unobservable inputs and is classified as a Level 3 fair value measurement.

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On June 30, 2026, the Company also entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with the same Purchasers that purchased the Royalty Notes. Under the Securities Purchase Agreement, the Purchasers purchased an aggregate of 950,750 shares on July 17, 2026 at a price per ordinary share of $10.52, which was the volume-weighted average price per share for the 30 trading days prior to signing of the Securities

Purchase Agreement, for aggregate proceeds of $10.0 million. The Company also granted the Purchasers (i) the right (“Right”) to purchase a number of ordinary shares (“Right Shares”) at a price per share as set forth in the Securities Purchase Agreement and (ii) an opportunity to participate in future financings at the same price and on the same terms as those offered to other participants in the offering (“Offering Participation”). The total Right and Offering Participation amount by all Purchasers may not exceed an aggregate of $15.0 million (Note 5).