XML 31 R20.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events
12.
Subsequent Events

Ipsen License Agreement

On July 23, 2024, the Company and Ipsen Pharma SAS, or Ipsen, entered into an Exclusive License Agreement, or the Ipsen License Agreement, pursuant to which the Company will license to Ipsen, on an exclusive basis, the right to commercialize tovorafenib outside the United States.

In consideration for the rights and licenses granted by the Company to Ipsen in the Ipsen License Agreement, Ipsen will pay the Company (i) an upfront license fee in the amount of approximately $71.0 million within thirty days after the effective date of the Ipsen License Agreement and (ii) Ipsen Biopharmaceuticals, Inc. (USA), or the Investor, a fully-owned Affiliate, as defined in the Ipsen License Agreement, of Ipsen, agreed to purchase shares of the Company’s common stock, or the Company Share Issuance, for $40.0 million, at a price per share representing a 17.0% premium to the volume weighted average price of the Company’s common stock as traded on The Nasdaq Stock Market LLC for the ten consecutive trading days prior to and including the date of the Company’s public release of U.S. GAAP revenue for the quarter ended June 30, 2024, or the Revenue Release, and the ten consecutive trading days following the Revenue Release, in accordance with the terms set forth in a certain investment agreement by and between the Company and the Investor dated July 23, 2024.

The Company is also eligible to receive up to approximately $350.0 million in launch and sales milestones as well as tiered, double-digit royalty payments starting at mid-teens percentage of annual net sales of OJEMDA, subject to certain adjustments specified in the Ipsen License Agreement. The royalty payment obligations under the Ipsen License Agreement expire on a country-by-country basis no earlier than ten years following the first commercial sale of OJEMDA in the applicable country.

The Company will account for the Ipsen License Agreement under the provisions of ASC 606. The Company will estimate the standalone selling price of each performance obligation to allocate the transaction price and recognize revenue for each performance obligation when the associated goods or services are transferred. The Company expects a portion of the transaction price received under the Ipsen License Agreement shall be deferred into future periods as each performance obligation is not expected to be fully satisfied at contract inception.

2024 Private Placement

On July 30, 2024, the Company entered into a securities purchase agreement, or the Securities Purchase Agreement, with certain institutional and accredited investors, or Investors, pursuant to which the Company agreed to sell and issue to the Investors in a private placement, or the Private Placement, an aggregate of (i) 10,551,718 shares, or the Shares, of the Company’s common stock, par value $0.0001 per share, or the Common Stock, at a purchase price of $14.50 per share and (ii) 1,517,241 pre-funded warrants, or the Pre-Funded Warrants, to purchase up to an aggregate of 1,517,241 shares of Common Stock, or the Warrant Shares, and together with the Shares and the Pre-Funded Warrants, or the Securities, at a purchase price of $14.4999 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.0001 per Warrant Share. The Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire.

The Private Placement closed on August 1, 2024. The Company received gross proceeds from the Private Placement of approximately $175.0 million, before deducting placement agent fees and other expenses.