v3.26.1
Strategic License and Research and Collaboration Agreements
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Strategic License and Research and Collaboration Agreements

8. Strategic License and Research and Collaboration Agreements

2015 TSRI License Agreement

In connection with the acquisition of BlackThorn (see Note 6), the Company gained certain exclusive rights to intellectual property related to Kappa Opioid Receptor and V1aR Receptor Antagonist programs as well as an oxytocin receptors positive allosteric modulator program (collectively, the “TSRI Programs”) under a license agreement between BlackThorn and TSRI originally entered into in November 2015 (as amended, the “2015 TSRI License Agreement”). The technology licensed under the 2015 TSRI License Agreement is used in the Company’s navacaprant and NMRA-511 research and development programs, although the navacaprant program was recently discontinued in MDD.

Pursuant to the 2015 TSRI License Agreement, the Company is obligated, among other things, to pay TSRI (i) a nominal annual license fee due and payable on the first day of each calendar year and after the fourth anniversary creditable against any royalties due for such calendar year, (ii) development and regulatory milestone payments of up to $1.5 million in aggregate for the first product from each TSRI Program, which are contingent upon achieving specific development and regulatory milestone events, (iii) commercial milestone payments of up to $3.5 million in aggregate for each occurrence, which are contingent upon achieving specified commercialization milestone events, (iv) tiered low-single digit royalties on future net sales of each royalty-bearing product and (v) a percentage in the mid-single digits of any sublicensing revenues the Company receives. In 2023, the Phase 3 navacaprant dosing milestone was met and the Company paid $0.3 million to TSRI, which was recognized in acquired in-process research and developed expenses in 2023. None of the other milestones have been achieved and no royalties were due under the 2015 TSRI License Agreement as of June 30, 2026.

Parkinson’s Research Ventures Funding Agreement

In March 2024, the Company entered into a research funding agreement with Parkinson’s Research Ventures Limited (“PRV”), pursuant to which PRV agreed to provide the Company funding up to a total of $2.6 million in two tranches to carry out preclinical research and development activities related to the Company’s NLPR3 program.

The first tranche was due upon execution of the agreement and was received in March 2024, for $1.1 million. The Company notified PRV of a successful drug candidate nomination, the trigger for the second tranche of funding, in December 2024 and received payment of $1.5 million in January 2025.

The Company concluded the funding arrangement was an obligation to perform services and the funding received is recognized as a contra research and development (“R&D”) expense as project costs are incurred. The Company incurred costs of $0 and $1.1 million during the three months ended June 30, 2026 and 2025 and $0.1 million and $1.2 million during the six months ended June 30, 2026 and 2025, respectively. $0.1 million of funding received net of costs incurred is reflected as deferred funding within the condensed consolidated balance sheet.

Upon achievement of certain development, regulatory or commercial trigger events, the Company agreed to pay PRV in aggregate an amount equal to no more than four times the funding provided by PRV, i.e., a maximum repayment amount of up to £8.4 million. The trigger event payments meet the derivative scope exception under ASC 815 Derivatives and Hedging, and therefore do not need to be bifurcated and separately accounted for.

The Michael J. Fox Foundation for Parkinson’s Research Funding Agreements

The Company has entered into two research funding agreements with The Michael J. Fox Foundation for Parkinson's Research ("MJFF") to support preclinical research and development activities across its Parkinson's disease pipeline.

CK1d Program Agreement

In December 2024, the Company entered into a funding agreement pursuant to which MJFF agreed to provide funding to support the Company's CK1d program for the treatment of Parkinson's disease. The funding is payable in four equal tranches of $0.4 million each, for total funding of $1.7 million. As of June 30, 2026, $1.3 million in funding has been received with the final payment expected in August 2026. Upon achievement of certain development, regulatory, or commercial milestone events, the Company is obligated to make payments to MJFF in an aggregate amount not to exceed two times the total funding provided, representing a maximum repayment obligation of $3.3 million.

GCase Program Agreement

In October 2025, the Company entered into a funding agreement pursuant to which MJFF agreed to provide up to $3.3 million in funding, payable in two tranches, to support the Company's GCase program for the treatment of Parkinson's disease. The first tranche of $1.7 million was received in November 2025, with the second tranche of $1.6 million received in May 2026. Upon achievement of certain development, regulatory, or commercial milestone events, the Company is obligated to make payments to MJFF in an aggregate amount not to exceed two times the total funding provided, representing a maximum repayment obligation of $6.6 million.

The Company evaluated the nature of both funding arrangements and concluded that each represents an obligation to perform services rather than a contribution or loan. Accordingly, funding received under each agreement is deferred until project costs are incurred, at which point it is recognized as a reduction of research and development expense. The Company incurred costs of $0.9 million and $0.1 million during the three months ended June 30, 2026 and 2025, respectively, and $1.3 million and $0.1 million during six months ended

June 30, 2026 and 2025, respectively, across the two programs. $2.9 million of aggregate funding received, net of costs incurred, is reflected as deferred funding within the condensed consolidated balance sheet.

The Company assessed whether the contingent payment obligations under both agreements represent embedded derivatives requiring bifurcation under ASC 815, Derivatives and Hedging. The Company concluded that the obligations under each agreement qualify for the derivative scope exception under ASC 815 and therefore are not required to be bifurcated and accounted for separately.