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Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
Pharmakon Loan Agreement
On April 17, 2023, the Company entered into a $450,000 Loan Agreement (the “Pharmakon Loan Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as lenders, and BioPharma Credit PLC, as collateral agent for the lenders. Certain of the Company’s wholly-owned subsidiaries were guarantors to the Pharmakon Loan Agreement. The Pharmakon Loan Agreement provided for an initial term loan in the principal amount of $300,000 (the “Tranche A Loan”) funded on April 17, 2023 (the “Tranche A Closing Date”). The Company used a portion of the proceeds from the Tranche A Loan to repay the $241,787 of outstanding indebtedness (principal and interest due as of April 17, 2023) under the then-existing credit facility with Athyrium Opportunities III Co-Invest 1 LP (the “Athyrium Credit Agreement”) and to pay associated transaction costs and fees, and used the remaining net proceeds of $25,805 for other general corporate purposes.
The Pharmakon Loan Agreement also provided for three additional term loan tranches, at the Company’s option, in principal amounts of $50,000 each (each a “Subsequent Tranche Loan” and, collectively with the Tranche A Loan, the
“Pharmakon Term Loans” and each, a “Pharmakon Term Loan”), which could have been requested on or prior to September 30, 2024. The Company chose not to request any Subsequent Tranche Loans and the options have since expired. The maturity date of the Pharmakon Loan Agreement was April 17, 2028 (the “Maturity Date”), the fifth anniversary of the Tranche A Closing Date.
The Pharmakon Loan Agreement provided for quarterly interest-only payments until the Maturity Date, with the unpaid principal amount of the outstanding Pharmakon Term Loans due and payable on the Maturity Date. During the first 18 months following the Tranche A Closing Date, the Company had the option to make a portion of the applicable interest payment on the Tranche A Loan in-kind (a “Pharmakon PIK Interest Payment”) by capitalizing as principal up to 50% of the amount of interest accrued on the Tranche A Loan during the applicable interest period. The Pharmakon Term Loans bore interest at a rate equal to the three-month Secured Overnight Financing Rate (“SOFR”), which could be no less than 1.75%, plus 7.00%, per annum or, for each interest period in which a Pharmakon PIK Interest Payment was made, with respect to the Tranche A Loan, SOFR plus 7.25%, per annum.
The Tranche A Loan accrued interest at an effective interest rate of 12.28% and 13.34% for the three months ended September 30, 2025 and 2024, respectively.
The Company was required to make a mandatory prepayment of the Pharmakon Term Loans (i) upon the occurrence of a change of control and (ii) prior to any repayment of any convertible debt that the Company may have issued in the future, subject to certain exceptions. The Company could make voluntary prepayments in whole or in part, in minimum $25,000 increments. Prepayments were subject to a prepayment premium equal to, (i) with respect to any prepayment made prior to the second anniversary of the applicable Pharmakon Term Loan borrowing date, the sum of (1) 3.00% of the principal amount of the Pharmakon Term Loan being prepaid plus (2) the aggregate amount of all interest that would have accrued on the principal amount of the Pharmakon Term Loan being prepaid from the date of prepayment through and including the second anniversary of the date of the borrowing of such Pharmakon Term Loan; (ii) with respect to any prepayment made on or after the second anniversary and prior to the third anniversary of the applicable Pharmakon Term Loan borrowing date, 3.00% of the principal amount of the Pharmakon Term Loan being prepaid; (iii) with respect to any prepayment made on or after the third anniversary and prior to the fourth anniversary of the applicable Pharmakon Term Loan, 2.00% of the principal amount of the Pharmakon Term Loan being prepaid; and (iv) with respect to any prepayment made on or after the fourth anniversary of the applicable Pharmakon Term Loan borrowing date and before the Maturity Date, 1.00% of the principal amount of the Pharmakon Term Loan being prepaid. In addition, if the Company had requested any Subsequent Tranche Loans, certain funding fees would have been required to be paid.
The Pharmakon Loan Agreement also contained representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default. Certain of the customary negative covenants limited the ability of the Company and certain of its subsidiaries to, among other things, dispose of assets, engage in mergers, acquisitions, and similar transactions, incur additional indebtedness, grant liens, make investments, pay dividends or make distributions or certain other restricted payments in respect of equity, prepay other indebtedness, enter into restrictive agreements, undertake fundamental changes or amend certain material contracts, among other customary covenants, in each case subject to certain exceptions.
A failure to comply with the covenants in the Pharmakon Loan Agreement, or an occurrence of any other event of default, could have permitted the lenders under the Pharmakon Loan Agreement to declare the borrowings thereunder, together with accrued interest and fees, and any applicable prepayment premium, to be immediately due and payable.
The Company’s obligations under the Pharmakon Loan Agreement were secured by a security interest in, subject to certain exceptions, substantially all of the Company’s assets.
On April 18, 2025, as allowable under the Pharmakon Loan Agreement, the Company made a $75,000 partial prepayment on the outstanding principal amount under the Pharmakon Term Loan. In conjunction with the partial prepayment, the Company incurred a $2,250 prepayment premium and paid $424 of interest accrued through the payment date. Additionally, unamortized deferred financing costs of $1,921 associated with the Pharmakon Term Loan were written-off at the time of repayment. Collectively, the prepayment and unamortized deferred financing costs totaled $4,171 and are reflected as a one-time loss on extinguishment of debt on the Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2025.
On July 24, 2025, as allowable under the Pharmakon Loan Agreement, the Company made a $50,000 partial prepayment on the outstanding principal amount under the Pharmakon Term Loan. In conjunction with the partial prepayment, the Company incurred a $1,500 prepayment premium and fees of $52 and paid $376 of interest accrued through the payment date. Additionally, unamortized deferred financing costs of $1,188 associated with the Pharmakon
Term Loan were written-off at the time of repayment. Collectively, the prepayment and unamortized deferred financing costs totaled $2,740 and are reflected as a one-time loss on extinguishment of debt on the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025.
As of September 30, 2025, borrowings, including Pharmakon PIK Interest Payments, totaled $198,704 under the Pharmakon Loan Agreement. Interest expense on the Tranche A Loan for the three and nine months ended September 30, 2025 was $6,110 and $22,789, respectively, all of which was paid at the end of the quarterly period.
As of September 30, 2024, borrowings, including the Pharmakon PIK Interest Payments, totaled $323,704 under the Pharmakon Loan Agreement. Interest expense on the Tranche A Loan for the three and nine months ended September 30, 2024 was $10,201 and $30,283, respectively. As allowable under the Pharmakon Loan Agreement, the Company designated and accounted for 50% of the quarterly interest payments for each of the three months ended March 31, 2024 and June 30, 2024 as a Pharmakon PIK Interest Payment and the total amount of $10,041 was added to the outstanding principal balance of the borrowing. The remaining 50% of the total quarterly interest payments for the three months ended March 31, 2024 and June 30, 2024 and the full quarterly interest payment for the three months ended September 30, 2024 totaling $20,242 was paid at the end of each quarterly period.
The fair value of the debt approximated its carrying value based on prevailing interest rates as of the balance sheet date and was considered as Level 2 in the fair value hierarchy.
Debt fees and issuance costs incurred with the Tranche A Loan under the Pharmakon Loan Agreement totaled $11,147 and were deferred and amortized as interest expense on an effective interest rate method over the term of the Tranche A Loan. Deferred financing amortization of $384 and $1,387 was recognized for the three and nine months ended September 30, 2025, respectively. Deferred financing amortization of $511 and $1,061 was recognized for the three and nine months ended September 30, 2024, respectively.
In connection with the Stock Purchase Agreement (as defined in Note 2—Assets and Liabilities Held for Sale”), Pharmakon provided its written consent of the consummation of the sale of the Company’s European ORLADEYO Business. 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 and terminate the Pharmakon Loan Agreement. See “Note 16—Subsequent Events” for additional information.