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Subsequent Events | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Agreement and Plan of Merger On October 24, 2025, the Company entered into the Merger Agreement with Lilly, and Flying Tigers Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Lilly (the “Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on November 7, 2025, Purchaser commenced a tender offer (the “Offer”) to purchase all of the Company's issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share, in exchange for (i) $3.56 per Share, net to the stockholder in cash, without interest (the “Closing Amount”) and less any applicable tax withholding, plus (ii) one non-tradable contingent value right (each, a “CVR”), each of which represents the contractual right of the holder to receive up to an aggregate of $8.91 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of two specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Lilly and reasonably acceptable to the Company (the “Rights Agent”) (the Closing Amount plus one CVR, collectively, the “Offer Price”). The CVR provides payments if and when the following milestones are achieved: •Up to $1.78 per CVR in cash payable upon U.S. approval of Ixo-vec prior to the seventh anniversary of closing. •Up to $7.13 per CVR in cash payable upon the first achievement of annual worldwide net sales of Ixo-vec by Lilly, its affiliates or licensees exceeding $1.0 billion dollars prior to the tenth anniversary of closing. Following the completion of the Offer and subject to satisfaction or waiver of certain conditions set forth in the Merger Agreement, Lilly, Purchaser and the Company will, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”) without a vote of the Company stockholders, effect a merger of Purchaser with and into the Company (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving as a wholly owned subsidiary of Lilly, and the Company will cease to be a publicly traded company. The merger is expected to close in the fourth quarter of 2025. If the Merger Agreement is terminated under specified circumstances, the Company will be required to pay Lilly a termination fee of $4.0 million (including under specified circumstances in connection with the Company's entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or the Company Board's change of recommendation in favor of the Offer). For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Agreement and Plan of Merger—Important Information about the Tender Offer and Where to Find It.” Secured Promissory Note On October 24, 2025, in connection with the Merger Agreement, the Company entered into a Secured Promissory Note (the “Secured Note”) with Lilly, pursuant to which Lilly agreed to provide up to $65.0 million in secured debt financing to the Company, of which $5.0 million was funded on October 28, 2025 and an additional $15.0 million was funded on November 7, 2025. Pursuant to the terms of the Secured Note, an additional $20.0 million is available at the Company’s election on November 21, 2025 and an additional $25.0 million is available at the Company’s election on December 5, 2025, in each case subject to the prior satisfaction of certain funding conditions specified therein. Advances under the Secured Note bear interest at a rate equal to SOFR plus 10.0% per annum, compounded bi-weekly. The maturity date of the Secured Note is January 22, 2026. The Secured Note includes a 5.0% prepayment premium applicable to any prepayment or acceleration of the obligations under the Secured Note. The Secured Note contains customary representations, warranties, covenants, and events of default, including restrictions on incurring additional indebtedness, granting liens, making investments, and transferring assets. Upon the occurrence of certain triggering events, including payment defaults, breaches of covenants, insolvency proceedings, or any termination of the Merger Agreement, Lilly may accelerate the obligations under the Secured Note. The Company’s obligations under the Secured Note are guaranteed by each of its subsidiaries and are secured by a first-priority lien on substantially all of the Company’s and such guarantors’ assets, including intellectual property, accounts, equipment, and other collateral as defined in the Secured Note. Jaguar and AMP Settlement Agreement In October 2025, the Company, Jaguar and the subtenant entered into a settlement agreement related to the NC Premises pursuant to which Jaguar and the subtenant agreed to pay to Company a settlement payment consisting of $9.5 million in cash in consideration for the Company releasing Jaguar and the subtenant from claims associated with losses and damages incurred due to the defaults by the subtenant and Jaguar and the Company. The Company subsequently dismissed the lawsuit against Jaguar and the subtenant on October 9, 2025.

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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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