v3.26.1
Discontinued Operations
6 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
On May 11, 2026, the Company entered into the Bora Agreement to sell certain assets and liabilities comprising its CDMO Operations, including the leased warehouse in Frederick, Maryland to Bora for cash consideration of $122.5 million, subject to certain closing cash, working capital and indebtedness adjustments. The disposal represents a strategic shift that has a major effect on the Company’s operations and financial results, reflecting the Company’s exit from its contract manufacturing line of business and its decision to focus its resources on its pre-clinical and clinical-stage research and development pipeline. Accordingly, the results of the CDMO Operations are reported as discontinued operations for all periods presented in the accompanying consolidated financial statements.
Effective as of June 30, 2026, the Company and Bora completed the sale under the Bora Agreement, and the Company received cash consideration of $119.6 million, subject to customary post-closing adjustments for net working capital and indebtedness, in July 2026. The Company is entitled to receive up to an additional $5.0 million of contingent consideration upon the achievement of specified manufacturing and process development milestones during 2027 and 2028. The Company assessed the likelihood of achieving these milestones as remote and, accordingly, assigned a de minimis value to the contingent consideration at closing. Any additional consideration will be recognized within discontinued operations in the period the related milestones are achieved. Subsequent changes in the estimated fair value of the contingent consideration, if any, will be recognized in earnings in the period of change.
The CDMO Operations were classified as held for sale during the three months ended June 30, 2026 and were disposed of on June 30, 2026.

The carrying value of the assets and liabilities of the Company’s former CDMO discontinued operations, as of December 31, 2025 were as follows:
December 31, 2025
Assets
Current assets:
Accounts receivable$12,946 
Inventory, net7,910 
Prepaid expenses and other current assets1,521 
Total current assets22,377 
Property, equipment and software, net10,522 
Operating lease right-of-use assets1,115 
Other non current assets1,178 
Total assets$35,192 
Liabilities
Current liabilities:
Accounts payable$1,529 
Accrued expenses and other current liabilities169 
Deferred revenue9,645 
Lease liabilities272 
Total current liabilities11,615 
Lease liabilities, net of current portion984 
Total liabilities$12,599 
Gain on sale

During the three and six months ended June 30, 2026, the Company recognized a pretax net gain on the sale of the CDMO Operations before and after transaction related costs of $94.8 million, and $86.1 million, respectively, which is included in net income from discontinued operations, net of tax in the consolidated statements of operations. The gain after transaction related costs on the sale of CDMO Operations (the net gain) reflects the deduction of incremental costs directly incurred in the sale of CDMO operations which amounted to $8.8 million. The net gain was computed as follows and remains subject to finalization of customary post-closing purchase price adjustments:

Cash consideration, net of estimated closing adjustments$119,572 
Costs to sell(8,765)
Carrying amount of assets sold:
Trade receivables(11,778)
Prepaid expenses and other current assets(3,350)
Inventory(9,151)
Property and equipment, net(9,075)
Operating lease right-of-use asset(1,053)
Other assets(1,179)
Total assets sold(35,586)
Carrying amount of net liabilities assumed:
Operating lease liability1,158 
Accounts payable and other current liabilities1,507 
Deferred revenue8,191 
Total liabilities assumed10,856 
Total carrying amount of net assets sold(24,730)
Net gain on sale of the CDMO Operations$86,077 
Results of discontinued operations
The following table presents the major classes of line items constituting income from discontinued operations, net of tax, for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contract manufacturing revenue$13,142 $15,372 $27,196 $21,523 
Cost of manufacturing services(10,062)(8,906)(19,592)(14,306)
Income from operations of the CDMO Operations3,080 6,466 7,604 7,217 
Net gain on sale of the CDMO Operations86,077 — 86,077 — 
Net income from discontinued operations, net of taxes$89,157 $6,466 $93,681 $7,217 

Cash flows of discontinued operations

Cash flows attributable to the Company's discontinued operations are included in the Company's consolidated statements of cash flows. Significant non-cash activities attributable to discontinued operations consisted of the following (in thousands):

Six Months Ended June 30,
20262025
Depreciation and amortization$1,798 $2,788 
Non-cash lease expense264 403 
Gain on sale of CDMO operations before transaction costs(94,842)— 
Continuing involvement
In connection with the sale, the Company and Bora entered into a number of agreements that constitute continuing involvement with the CDMO Operations following the disposal:

Manufacturing and Supply Agreement

Bora will manufacture and supply specified products to the Company using reserved capacity at the Rockville facility. The Company accounts for this arrangement as a supply contract. The Company evaluated whether that contains a lease under ASC 842. The Company concluded that the agreement does not contain an embedded lease, because the reserved manufacturing capacity is not an identified asset that the Company controls and the counterparty retains substantive rights to substitute and reallocate that capacity, and accordingly no right-of-use asset or lease liability has been recognized The initial term is for three years from June 30, 2026. Amounts recognized under this agreement will commence after June 30, 2026.

Transition Services Agreement

The Company and Bora will provide each other with specified transitional support services on a cost-reimbursement basis with no markup, for a period expected to be less than one year. Amounts recognized under this agreement will commence after June 30, 2026.

Manufacturing Facility Lease Assignment
In connection with the sale of the CDMO Operations, the Company assigned its lease for the Rockville, Maryland manufacturing facility to Bora; Under the landlord's consent to that assignment, the Company was not relieved of its obligations under the original lease. The lease assignment is accounted for as an in-substance sublease and thus the right-of-use asset and lease liability have not been derecognized nor have the right-of-use asset and lease liability been included in the disposal group.