Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

MOD3 Exclusive Option and Asset Purchase Agreement

With an effective date of January 1, 2024, the Company entered into an Option and Asset Purchase Agreement (the "Option Agreement") with Aptar on March 14, 2024, which granted Aptar an exclusive option to acquire certain of MOD3 assets related to its business of providing contract development and manufacturing organizations ("CDMO") services to third parties, subject to certain exclusions. Aptar was required to exercise the Option by or before January 1, 2026. In exchange for the exclusive purchase option the partner provided consideration in the form of an "option fee" and "guaranteed revenue payments."

The option fee was broken into two components: A low-single digit million fee due within 30 business days of executing the agreement; and should the option not be exercised by the first anniversary of the effective date, an additional low-single digit million fee will be due at that time. The first option fee was paid in April 2024 and the second option fee was paid in February 2025. Option fee payments were included in deferred income until the earlier of term expiration or exercise of the purchase option. Upon the exercise of the purchase option, the option fee payments were applied towards the purchase price.

The guaranteed revenue payments included two components: A mid-single digit million guaranteed revenue payment in 2024 and a mid-single digit million guaranteed revenue payment in 2025. The revenue was to be derived by the partner under an existing collaboration agreement, and the partner was to pay the difference should the minimum amount not be met each year. Each year's guaranteed revenue amount is to be paid in two installments semi-annually each year. Should revenue exceed the 2024 or 2025 guaranteed revenue amounts after receiving a difference payment in the first half of the year, we would be required to repay the partner the amount of such overpayment. There was $0.2 million guaranteed revenue recognized during the three and nine months ended September 30, 2025 and $0.4 million guaranteed revenue recognized during the three and nine months ended September 30, 2024. As a result of the option being exercised the guaranteed revenue agreement was terminated.

On July 15, 2025, the Company, MOD3, and Aptar closed the asset purchase agreement (the "Purchase Agreement") for the sale and assignment of the assets to Aptar (the "sale of business") for an aggregate purchase price of approximately $6.9 million which includes cash previously paid by Aptar in accordance with the Option Agreement. For the three and nine months ended September 30, 2025, the Company recognized a net gain on sale of $1.6 million for the completion of the sale, which was inclusive of $3.3 million in option fees recognized as a component of the gain on sale. The gain was recognized in the "gain on sale of business" line item in our Condensed Consolidated income statement for three and nine months ended September 30, 2025. As a result of the option being exercised, Aptar's obligation to continue making guaranteed payments for the period following the closing of the sale of business was terminated.

As the Company expected Aptar to exercise the Option within 12 months from December 31, 2024, certain assets and liabilities of the MOD3 business were classified as held for sale as of December 31, 2024. The assets and liabilities held for sale as of December 31, 2024, represent the major operating assets and liabilities of the MOD3 business (i.e. the majority of the Pharmaceutical Development segment). The decisions to enter into the Option Agreement and the Purchase Agreement were made to align with the overall strategy to focus on the specialty finance business. In conjunction with the completion of the sale of MOD3 effective July 15, 2025, the Pharmaceutical Development segment will no longer exist and only the specialty Finance Receivable segment will remain for reporting periods beginning after September 30,2025.

The following table summarizes the assets and liabilities held for sale:


	December 31, 2024
Assets:
Inventory	$	354
Property & equipment, net	4,635
Intangible assets, net	209
Other non-current assets	1,200
Total assets held for sale, net	$	6,398

Liabilities:
Accounts payable & accrued liabilities	$	268
Other non-current liabilities	987
Total liabilities held for sale	$	1,255

During the nine months ended September 30, 2025 and the year ended December 31, 2024, there was not a strategic shift for the Company, and accordingly, the Pharmaceutical Development segment does not meet the criteria to be classified as a discontinued operation. As a result, we will continue to report our operational results for the Pharmaceutical Development segment. The following table shows the net loss before taxes for MOD3 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss) before taxes	$	660	$	(892)	$	144	$	(4,084)

Agreement and Plan of Merger

On October 9, 2025, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Runway Growth Finance Corp., a Maryland corporation (“Parent”), RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Intermediary Sub”), RWAY Portfolio Corp., a Delaware corporation and a direct wholly owned subsidiary of Intermediary Sub (“Acquisition Sub”), and Runway Growth Capital LLC, a Delaware limited liability company (“Parent External Adviser”).