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Revenue Interest Purchase Agreement
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Revenue Interest Purchase Agreement

9. Revenue Interest Purchase Agreement

In September 2022, we entered into the Purchase Agreement with OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”), an affiliate of OrbiMed Advisors LLC, as collateral agent and administrative agent for the purchasers party thereto (the “Purchasers”). Pursuant to the Purchase Agreement, we received $125.0 million from the Purchasers at closing, less certain transaction expenses. As consideration for such payments, the Purchasers had a right to receive certain revenue interests (the “Revenue Interests”) from us based on a percentage of all GAAP revenue. Payments in respect of the Revenue Interests were to be made quarterly within 45 days following the end of each fiscal quarter (each, a “Revenue Interest Payment”).

On June 22, 2026, we used $156.9 million of proceeds from the Notes offering to repurchase all Revenue Interests outstanding and satisfied all obligations under the Purchase Agreement, effectively terminating the Purchase Agreement. In connection with the termination and in accordance with Accounting Standards Codification Topic 470, Debt, we recorded a loss on debt extinguishment of $23.7 million in the loss on revenue interest liability extinguishment line item of the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Accounting Treatment

We accounted for the initial transaction as debt recorded at amortized cost using the effective interest rate method. To determine the amortization of the Purchase Agreement obligation, we were required to estimate the amount and timing of future Revenue Interest Payments based on our estimate of the timing and amount of future revenues and calculated an effective interest rate which would amortize the obligation to zero over the amortization period. We imputed interest expense associated with the liability through the Revenue Interests repurchase date of June 22, 2026.

In connection with the Purchase Agreement, we incurred debt issuance costs of $0.6 million. Debt issuance costs were recorded to debt and were amortized over the term of the debt using the effective interest method.

The assumptions used in determining the expected repayment term of the obligation and amortization period of the issuance costs required us to make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs were to be amortized. We periodically assessed the amount and timing of expected Revenue Interest Payments based on internal forecasts. To the extent such payments were greater or less than our initial estimates or the timing of such payments was materially different than our original estimates, we would prospectively adjust the amortization of the revenue interest liability and the issuance costs, as well as the effective interest rate.

The following table sets forth the revenue interest liability, net activity during the six months ended June 30, 2026 (in thousands):

 

Revenue interest liability, net at December 31, 2025

 

$

131,208

 

Interest expense

 

 

5,540

 

Revenue interest paid

 

 

(12,373

)

Repurchase of Revenue Interests

 

 

(148,108

)

Loss on revenue interest liability extinguishment

 

 

23,733

 

Revenue interest liability, net at June 30, 2026

 

$

 

There was no revenue interest payable as of June 30, 2026. Revenue interest payable of $3.6 million was included within the accounts payable balance on the condensed consolidated balance sheet as of December 31, 2025.