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Acquisition
 6 Months Ended
Jun. 30, 2025
Acquisition  
Acquisition

4. Acquisition

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On September 3, 2024, the Company closed the Ironshore Acquisition. Ironshore had developed and obtained commercial approval to market Jornay PM in the United States. The Ironshore Acquisition was completed to expand the Company’s business beyond pain management and establish a commercial presence in neuropsychiatry via the attention deficit hyperactivity disorder (“ADHD”) market. The Company obtained control through the acquisition of shares in an all-cash transaction which closed on September 3, 2024.

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The acquisition consideration includes payments for the Ironshore equity and assumption of certain of its debt. The Company deposited $25,000 into escrow at closing, to be released (i) in part, after, and subject to, determination of any adjustments related to finalization of working capital and cash at closing; and (ii) in part, and subject to, the lapse of certain indemnification obligations 12 months from the Acquisition Date. As of the Acquisition Date, approximately $21,956 was due to the former Ironshore equity holders and $25,000 was recorded as restricted cash. In the six months ended June 30, 2025, the adjustments related to working capital and cash were finalized and settled, resulting in a $3,836 reduction in the amount due to the former Ironshore equity holders. In addition, the Company was required to pay approximately $7,000 to former Ironshore equity holders as the Company has the opportunity to recover certain deposits as specified in the Merger Agreement, which amount was due no later than 225 days from the Acquisition Date. This deferred payment was made in the three months ended June 30, 2025. The Company also agreed to pay a $25,000 contingent payment upon the achievement of a financial milestone based on net revenues of Jornay PM for the year ended December 31, 2025.

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The fair value of the total consideration, including finalization of the working capital adjustment, was approximately $306,104 consisting of the following (in thousands):

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Fair Value of Purchase Price Consideration

Amount

Fair value of purchase price consideration paid at closing:

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Initial cash consideration

$

276,888

Deferred payments and contingent consideration:

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Cash held in escrow related to indemnification and other settlements

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18,120

Other deferred consideration

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7,000

Fair value of contingent consideration

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4,096

Total purchase consideration

$

306,104

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The Company has accounted for the Ironshore Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Acquisition Date.

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The preliminary purchase price allocation is based on estimates, assumptions, valuations and other studies which have not yet been finalized. The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses, and anticipates finalizing the valuation of assets acquired and liabilities assumed as the information necessary to complete the analysis is obtained, but no later than one year after the Acquisition Date. In the three months ended June 30, 2025, the Company recognized measurement period adjustments to decrease accrued rebates, returns, and discounts by $5,518, deferred tax assets by $2,612, goodwill by $2,825, and increase certain other accounts by $65.

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The following tables set forth the preliminary allocation of the Ironshore Acquisition purchase price to the estimated fair value of the net assets acquired at the Acquisition Date, including all measurement period adjustments (in thousands):

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Acquisition Date Fair Value

Assets Acquired

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Cash and cash equivalents

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$

9,350

Accounts receivable

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44,593

Inventory

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17,155

Prepaid expenses and other current assets

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8,671

Property, plant and equipment, net

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​

541

Intangible assets

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635,000

Right-of-use assets

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​

800

Deferred tax assets

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35,441

Total assets

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$

751,551

Liabilities Assumed

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​

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Accounts payable

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$

6,656

Accrued liabilities

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​

73,436

Accrued rebates, returns and discounts

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​

91,279

Borrowings

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​

8,954

Lease liabilities

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​

800

Senior secured notes payable

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​

151,500

Deferred royalty obligation

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116,900

Deferred revenue

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​

10,000

Total liabilities

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$

459,525

Total identifiable net assets acquired

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292,026

Goodwill

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​

14,078

Total consideration transferred

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$

306,104

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The valuation of the acquired intangible assets and assumed deferred royalty obligation relies on significant unobservable inputs. The Company used an income approach to value the $635,000 for the acquired intangible asset. The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate. The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 7.7 years (refer to Note 9, Goodwill and Intangible Assets). The acquired inventory was recorded at fair value, which includes an adjustment to record inventory from its historic cost to fair value of $10,700. The assumed senior secured notes payable and borrowings were settled immediately after the close of the acquisition, resulting in a loss in debt extinguishment of $4,145 in the three months ended September 30, 2024.

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The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.

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Acquisition Related Expenses

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In the three and six months ended June 30, 2025, the Company incurred $935 and $2,224, respectively, of acquisition related expenses, including employee-related expenses (primarily consisting of severance) and miscellaneous other acquisition expenses incurred, including integration consulting costs, and costs related to contracts acquired from Ironshore. The Company expects to incur additional acquisition-related expenses during the second half of 2025.

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Three Months Ended June 30,

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Six Months Ended June 30,

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2025

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2025

Employee-related expenses

$

—

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$

515

Transaction costs

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—

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38

Other acquisition expenses

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935

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1,671

Total acquisition related expenses

$

935

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$

2,224

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