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Subsequent Event | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
Subsequent Event | Subsequent Events Neopharmed Gentili S.p.A. Stock Purchase Agreement On October 1, 2025, under the terms of the Stock Purchase Agreement, the Company sold to Neopharmed all of its equity interests in BioCryst Ireland, which, together with its subsidiaries, holds certain assets, rights, and employees related to the Company’s European ORLADEYO Business. At the Closing, the Company received cash proceeds of $250,000, plus customary purchase price adjustments as set forth in the Stock Purchase Agreement. In addition, Neopharmed has agreed to pay the Company up to $14,000 if certain revenue milestones are achieved prior to December 31, 2032. In connection with the Closing, Neopharmed also paid a $15,000 royalty release fee to RPI 2019 Intermediate Finance Trust. Concurrent with the Closing of the transactions contemplated by the Stock Purchase Agreement, on October 1, 2025, the Company and BioCryst Ireland amended and restated their existing intellectual property licence agreement pursuant to which the Company will continue to grant to BioCryst Ireland certain rights with respect to ORLADEYO in the territory (the “Amended and Restated IP Licence Agreement”). The terms of the Amended and Restated IP Licence Agreement may also extend to the pediatric line extension of ORLADEYO, subject to certain regulatory approvals. In connection with the Closing, on October 1, 2025, the Company entered into a supply agreement with BioCryst Ireland, pursuant to which the Company will be the exclusive supplier of ORLADEYO products to BioCryst Ireland for commercialization in the territory (the “Supply Agreement”). Additionally, in connection with the Closing, on October 1, 2025, the Company entered into a global brand and support agreement with BioCryst Ireland, which provides for coordination of brand and regulatory activities between the Company and BioCryst Ireland regarding ORLADEYO products (the “Global Brand and Support Agreement”). In connection with the Closing, on October 1, 2025, the Company entered into a mutual transition services agreement with BioCryst Ireland, pursuant to which the Company and BioCryst Ireland will provide each other with certain transition services for the periods of time and for the compensation set forth under the agreement, on customary commercial terms (the “Transition Services Agreement”). Lastly, in connection with the Closing, on October 1, 2025, the Company entered into a trademark license agreement with BioCryst Ireland, pursuant to which the Company granted to BioCryst Ireland a non-exclusive transitionary license to use the “BioCryst” name, solely to develop, manufacture and commercialize ORLADEYO products in the territory for a limited period of time, and an exclusive license to use the ORLADEYO product name to commercialize ORLADEYO products for such uses for the term of the Amended and Restated IP Licence Agreement, in each case subject to the terms and conditions set forth therein (the “Trademark License Agreement”). Pharmakon Loan Agreement On October 8, 2025, the Company used a portion of the proceeds from the sale of the European ORLADEYO Business to pay off in full the outstanding principal balance of $198,704 and terminate the Pharmakon Loan Agreement. In conjunction with the repayment the Company incurred a $5,961 prepayment premium and paid $485 of interest accrued through the payment date. Astria Therapeutics, Inc. Agreement and Plan of Merger On October 14, 2025, the Company, Axel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Astria Therapeutics, Inc., a Delaware corporation (“Astria”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, at the Effective Time (as defined below), Merger Sub will merge with and into Astria, with Astria surviving as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Astria common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will be, subject to certain exceptions, converted into the right to receive (i) 0.59 of a share of the Company’s common stock (and, if applicable, cash in lieu of fractional shares), and (ii) $8.55 in cash, without interest, subject to certain adjustments and applicable withholding taxes. Holders of Astria’s Series X Convertible Preferred Stock, warrants, and certain options will also be entitled to certain consideration, as further set forth in the Merger Agreement. The Merger is subject to the approval of Astria’s stockholders, as well as customary regulatory approvals. In connection with entering into the Merger Agreement, certain stockholders of Astria entered into voting and support agreements with the Company, pursuant to which each such stockholder has agreed, among other things, to vote its, his or her shares of Astria common stock in favor of the adoption of the Merger Agreement and approval of the transactions contemplated thereby and, subject to certain exceptions, not to transfer such shares of Astria common stock prior to the earlier of the Effective Time and the termination of the Merger Agreement, without the prior written consent of the Company. Financing Commitments In connection with the transactions contemplated by the Merger Agreement, on October 14, 2025, the Company entered into a debt commitment letter (the “Commitment Letter”) with certain affiliates of Blackstone, Inc. (“Blackstone”), pursuant to which Blackstone agreed to provide a $550,000 senior secured credit facility consisting of (i) a committed initial term loan in an aggregate principal amount of $350,000 (the “Initial Term Loan”), (ii) a committed delayed draw term loan facility in an aggregate principal amount not exceeding $50,000 (the loans thereunder, the “Committed Delayed Draw Term Loans”), and (iii) an uncommitted delayed draw term loan facility in an aggregate principal amount not exceeding $150,000. The Initial Term Loan and any Committed Delayed Draw Term Loans funded on the closing date of the Merger will be used for the purpose of, among other things, funding the consideration for the transactions contemplated by the Merger Agreement and paying for related fees and expenses. The commitments with respect to the Initial Term Loan and any Committed Delayed Draw Term Loans funded on the closing date of the Merger are subject to customary conditions for acquisition financings, including the execution and delivery of definitive documentation with respect to the senior secured credit facility in accordance with the terms set forth in the Commitment Letter and the consummation of the Merger.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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