v3.26.3
Senior Secured Term Loan
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Senior Secured Term Loan Senior Secured Term Loan
On June 2, 2026, the Company entered into a senior secured term loan agreement (the Loan Agreement) with BioPharma Credit PLC, as collateral agent, and each of BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, which are funds managed by Pharmakon Advisors, LP, as lenders. The Loan Agreement provides for a five‑year senior secured term loan of up to $500.0 million, maturing on June 3, 2031 (the Maturity Date), consisting of the following tranches (collectively, the Term Loans): (i) a Tranche A Loan of $100.0 million, which was drawn on June 2, 2026; (ii) a Tranche B Loan of $150.0 million, which is required to be drawn no later than April 30, 2027, subject to approval by the FDA of the lorundrostat NDA (the Tranche B Approval Condition); (iii) a Tranche C Loan of $150.0 million, which is available at the Company’s election until December 14, 2028, subject to the occurrence of the Tranche B Approval Condition and the achievement of certain net sales milestones; and (iv) a Tranche D Loan of $100.0 million, which is available at the Company’s election until June 14, 2029, subject to the draw of the Tranche C Loan and the achievement of certain net sales milestones. As of September 30, 2026, the Company had drawn the $100.0 million Tranche A Loan, and the Tranche B Loan, Tranche C Loan, and Tranche D Loan
were undrawn. The Maturity Date is subject to acceleration to June 30, 2028 if the Tranche B Approval Condition is not satisfied on or before September 30, 2027.
The Term Loans bear interest at a rate per annum equal to the three‑month secured overnight financing rate (subject to a 3.25% floor) plus 5.50%, payable quarterly in arrears. At inception of the Tranche A Loan, the applicable interest rate was 9.16%. The Company is required to pay a funding fee equal to 2.00% of the funding amount on the funding date of each Term Loan, and paid a funding fee of $2.0 million in connection with the Tranche A Loan. The Company may elect to prepay the Term Loans in whole or, subject to certain conditions, in part prior to the Maturity Date, subject to certain prepayment, make‑whole, and exit fees. The Term Loans are subject to certain mandatory prepayments, including a repayment of all Term Loans in four equal installments commencing on September 30, 2027 to the extent the Tranche B Approval Condition is not met on or prior to September 30, 2027. Each Term Loan requires the Company to pay a final fee equal to 1.5% of the original principal amount of such Term Loan (the Final Fee), due upon the earlier of the Maturity Date or prepayment of the applicable Term Loan. The Final Fee associated with the Tranche A Loan is fixed at $1.5 million and will not increase. However, the aggregate Final Fee payable under the Loan Agreement will increase if additional Term Loan tranches are drawn, as each additional tranche would be subject to its own Final Fee.
Borrowings under the Term Loans are secured by substantially all of the Company’s assets, subject to certain exceptions.
The Loan Agreement contains financial covenants, including a minimum liquidity requirement and, with respect to the fiscal year ending December 31, 2028 and then tested quarterly commencing with the fiscal quarter ending March 31, 2029, a minimum trailing twelve-month consolidated net product revenue covenant. As of September 30, 2026, the Company was in compliance with all covenants under the Loan Agreement.
Upon the occurrence of an event of default under the Loan Agreement, the lenders may, among other things, accelerate the Company’s obligations under the Loan Agreement, and upon an event of default relating to certain insolvency, liquidation, bankruptcy, or similar events, all outstanding obligations under the Loan Agreement will be automatically accelerated.
The components of the Term Loan consisted of the following (in thousands):
September 30,December 31,
20262025
Principal - Term Loan$100,000 $— 
Less: unamortized debt discount and debt issuance costs, net of accreted Final Fee(1,727)— 
Carrying amount of Term Loan (1)$98,273 $— 
Less: current portion(25,000)— 
Term Loan, net of current portion$73,273 $— 
(1)The carrying value of the outstanding liability, which bears a variable interest rate indexed to the three-month secured overnight financing rate (subject to a 3.25% floor) plus 5.50%, approximates fair value, as it reprices when market interest rates change and represents a Level 2 measurement within the fair value hierarchy.
In connection with the Tranche A Loan, the Company received gross proceeds of $100.0 million. The Company recognized a debt discount of $2.0 million and incurred $2.1 million in debt issuance costs, which were comprised of amounts paid to third parties and lenders. The Company allocated a portion of the debt issuance costs to the undrawn future Term Loans and recognized a long-term deferred asset in the amount of $1.7 million, which is being amortized to interest expense on a straight-line basis over the applicable maturity period to which the related borrowing capacity is available. As of September 30, 2026, the unamortized debt discounts and debt issuance costs of approximately $1.6 million and $0.4 million, respectively, were recorded as
a reduction of the carrying amount of the Tranche A Loan and are being amortized to interest expense over the applicable maturity period of the Tranche A Loan using the effective interest method. The effective interest rate on the Tranche A Loan was 11.38% as of September 30, 2026.
During the three and nine months ended September 30, 2026, the Company recognized interest expense of approximately $3.2 million and $4.0 million, respectively, related to the Term Loans, consisting of contractual interest, amortization of the debt discount and debt issuance costs, and amortization of the Final Fee. Interest expense is recorded in the condensed statements of operations within interest income, net. The Company did not recognize any interest expense for the three and nine months ended September 30, 2025.
As of September 30, 2026, four equal quarterly principal payments of approximately $25.0 million each are required beginning on September 30, 2030. Although no principal payments are scheduled within twelve months of September 30, 2026, the Company classified a portion of the carrying amount of the Term Loans as a current portion of long-term debt because mandatory repayments would commence on September 30, 2027 if the Tranche B Approval Condition is not satisfied on or before that date. If the Tranche B Approval Condition is not satisfied on or before September 30, 2027, future principal payments due under the Term Loans, excluding unamortized debt issuance costs, would be as follows (in thousands):
Year ending December 31,Amount
2026 (remainder)$— 
202750,000 
202850,000 
Total$100,000 
Interest payments commenced on September 30, 2026, and the Company paid approximately $3.1 million of interest during the three months ended September 30, 2026.