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License Agreement | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
License Agreement | License Agreement On August 30, 2025, Company entered into an exclusive global license agreement with XWPharma for the development and commercialization of valiloxybate, a GABA B receptor agonist, in all indications, including the treatment of sleep disorders, such as narcolepsy and IH. Under the terms of the License Agreement, XWPharma grants the Company an exclusive global license to develop, manufacture and commercialize valiloxybate worldwide, excluding mainland China, Hong Kong and Macau. XWPharma received an upfront payment of $15,000 during the quarter ended September 30, 2025, and will receive an additional upfront payment of $5,000 from the Company in the fourth quarter of 2025. XWPharma is eligible to receive milestone payments associated with certain development milestones of up to $30,000. XWPharma may receive up to an aggregate of $155,000 in performance-based tiered sales milestones for first achievement of annual net sales up to $750,000. For first achievement of annual net sales exceeding $750,000 and up to $3,500,000, XWPharma may receive certain performance-based sales milestone payments equal to 10% of each of those sales milestones. In addition, XWPharma may receive tiered royalties ranging from high-single digit to mid-teens, as a percentage of annual net sales of the licensed products, and also an additional $10,000 milestone payment after the first commercial sale in the U.S. for each indication beyond narcolepsy and IH following the FDA’s approval for same. The Company accounted for the License Agreement as an asset acquisition under ASC Topic 805, Business Combinations, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset, valiloxybate. There was no material value assigned to any other assets or liabilities acquired in the acquisition. The IPR&D asset has no alternative future use and, as such, the $20,000 total upfront payments discussed above were recorded as a charge to R&D expense during the three months ended September 30, 2025. The Company has not recorded any of the contingent consideration payments as a liability in the accompanying unaudited condensed consolidated balance sheets as none of the future events which would trigger a milestone or royalty payment were considered probable of occurring as of September 30, 2025. Unless earlier terminated, the term of the License Agreement will continue until expiration of the last royalty term for the applicable product in the applicable country.

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480123/805-50-15-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-50/tableOfContent + Details
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