Subsequent Events	6 Months Ended
Jun. 30, 2024
Subsequent Events
Subsequent Events	16. Subsequent Events Ironshore Therapeutics, Inc. Acquisition On July 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Carrera Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of the Company (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), Ironshore and Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of the Ironshore. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ironshore and Ironshore (i) will continue as the surviving company in the Merger (the “Surviving Company”), and (ii) become a wholly-owned subsidiary of the Company (the “Ironshore Acquisition”). Pursuant to the terms of the Merger Agreement, the aggregate initial merger consideration will be approximately $525,000 in cash, subject to customary adjustments. Following the closing of the Ironshore Acquisition, the Merger Agreement provides for one potential commercial milestone payment of $25,000 in cash to be made to Ironshore securityholders upon the achievement of such milestone. The all-cash upfront consideration will be funded by a combination of the Company’s existing cash and the 2024 Term Loan (as defined below). The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. Second Amended and Restated Loan Agreement On July 28, 2024, the Company entered into a Second Amended and Restated Loan Agreement by and among the Company, certain of its subsidiaries party thereto as guarantors, BioPharma Credit PLC as collateral agent, and BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (investment funds managed by Pharmakon Advisors, LP) as the lenders (the “Lenders”) party thereto (the “2024 Loan Agreement”). The Loan Agreement provides for a $645,833 secured term loan (the “2024 Term Loan”), consisting of a $320,833 initial term loan and a $325,000 delayed draw term loan. On the effective date of the 2024 Loan Agreement, the Company used the proceeds of the initial term loan to refinance in full all outstanding indebtedness under the 2022 Term Loan. On the closing date of the Ironshore Acquisition, the Company will use the proceeds of the delayed draw term loan to fund a portion of the consideration to complete the Ironshore Acquisition, pay fees and expenses in connection with the Ironshore Acquisition and the 2024 Loan Agreement, and the remainder for general corporate purposes. The 2024 Term Loan is scheduled to mature on July 28, 2029 (provided, however, that if the aggregate principal amount outstanding under the 2029 Convertibles Notes is more than $50,000 as of November 18, 2028, then the 2024 Term Loan will mature on November 18, 2028) and is guaranteed by certain of the Company’s material subsidiaries. The 2024 Term Loan is secured by substantially all of the assets of the Company and its material subsidiaries. The 2024 Term Loan will bear an annual interest rate equal to: (i) until September 30, 2024, term SOFR plus a spread adjustment of 0.13% (subject to a 1.20% floor), plus a margin of 7.50% and, (ii) thereafter, term SOFR plus a spread adjustment of 0.13% (subject to a 4.00% floor), plus a margin of 4.50% per annum, and be subject to quarterly amortization payments equal to 2.50% of the original funded amount of the 2024 Term Loan. The Company paid a one-time fee of 1.25% of the initial term loan principal amount on July 29, 2024 and will pay a one-time fee of 2.25% of the delayed draw term loan principal amount due upon the borrowing of the delayed draw term loans at the closing of the acquisition of Ironshore. The 2024 Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business. Failure to comply with these covenants would constitute an event of default under the 2024 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The 2024 Loan Agreement also includes various customary remedies for secured lenders following an event of default, including the acceleration of the outstanding amounts under the 2024 Loan Agreement and enforcement upon the collateral securing obligations under the 2024 Loan Agreement.

Subsequent Events

6 Months Ended

Jun. 30, 2024

16. Subsequent Events

Ironshore Therapeutics, Inc. Acquisition

On July 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Carrera Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of the Company (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), Ironshore and Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of the Ironshore. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ironshore and Ironshore (i) will continue as the surviving company in the Merger (the “Surviving Company”), and (ii) become a wholly-owned subsidiary of the Company (the “Ironshore Acquisition”).

Pursuant to the terms of the Merger Agreement, the aggregate initial merger consideration will be approximately $525,000 in cash, subject to customary adjustments. Following the closing of the Ironshore Acquisition, the Merger Agreement provides for one potential commercial milestone payment of $25,000 in cash to be made to Ironshore securityholders upon the achievement of such milestone. The all-cash upfront consideration will be funded by a combination of the Company’s existing cash and the 2024 Term Loan (as defined below). The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Second Amended and Restated Loan Agreement

On July 28, 2024, the Company entered into a Second Amended and Restated Loan Agreement by and among the Company, certain of its subsidiaries party thereto as guarantors, BioPharma Credit PLC as collateral agent, and BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (investment funds managed by Pharmakon Advisors, LP) as the lenders (the “Lenders”) party thereto (the “2024 Loan Agreement”). The Loan Agreement provides for a $645,833 secured term loan (the “2024 Term Loan”), consisting of a $320,833 initial term loan and a $325,000 delayed draw term loan. On the effective date of the 2024 Loan Agreement, the Company used the proceeds of the initial term loan to refinance in full all outstanding indebtedness under the 2022 Term Loan. On the closing date of the Ironshore Acquisition, the Company will use the proceeds of the delayed draw term loan to fund a portion of the consideration to complete the Ironshore Acquisition, pay fees and expenses in connection with the Ironshore Acquisition and the 2024 Loan Agreement, and the remainder for general corporate purposes.

The 2024 Term Loan is scheduled to mature on July 28, 2029 (provided, however, that if the aggregate principal amount outstanding under the 2029 Convertibles Notes is more than $50,000 as of November 18, 2028, then the 2024 Term Loan will mature on November 18, 2028) and is guaranteed by certain of the Company’s material subsidiaries. The 2024 Term Loan is secured by substantially all of the assets of the Company and its material subsidiaries. The 2024 Term Loan will bear an annual interest rate equal to: (i) until September 30, 2024, term SOFR plus a spread adjustment of 0.13% (subject to a 1.20% floor), plus a margin of 7.50% and, (ii) thereafter, term SOFR plus a spread adjustment of 0.13% (subject to a 4.00% floor), plus a margin of 4.50% per annum, and be subject to quarterly amortization payments equal to 2.50% of the original funded amount of the 2024 Term Loan. The Company paid a one-time fee of 1.25% of the initial term loan principal amount on July 29, 2024 and will pay a one-time fee of 2.25% of the delayed draw term loan principal amount due upon the borrowing of the delayed draw term loans at the closing of the acquisition of Ironshore.

The 2024 Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business. Failure to comply with these covenants would constitute an event of default under the 2024 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The 2024 Loan Agreement also includes various customary remedies for secured lenders following an event of default, including the acceleration of the outstanding amounts under the 2024 Loan Agreement and enforcement upon the collateral securing obligations under the 2024 Loan Agreement.