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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2025
Business Acquisition [Line Items]  
Summery of Reconciliation of Cash Flows Included in Investing Activities

The reconciliation of cash flows included in investing activities on the consolidated statements of cash flows to total purchase price is reflected below (in thousands):

Amounts included in cash flows from investing activities:

 

 

 

Acquisition of scPharma, net of cash acquired

 

$

347,742

 

Issuance of note receivable

 

 

10,000

 

       Total included in cash flows from investing activities

 

 

357,742

 

Contingent consideration liability

 

 

25,217

 

Cash acquired in acquisition of scPharma

 

 

38,679

 

Total purchase price

 

$

421,638

 

Schedule of Fair Values of Identifiable Assets Acquired and Liabilities Assumed

The fair values of identifiable assets acquired and liabilities assumed by the Company from scPharma as of the Merger Date are reflected below (in thousands):

 

 

As of
 October 7, 2025 (preliminary)

 

 

Measurement period adjustments

 

 

As of
 December 31, 2025 (as adjusted)

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

$

38,679

 

 

$

 

 

$

38,679

 

Accounts receivable

 

 

21,862

 

 

 

 

 

 

21,862

 

Inventory

 

 

11,200

 

 

 

 

 

 

11,200

 

Other current assets

 

 

4,951

 

 

 

 

 

 

4,951

 

Other assets

 

 

88

 

 

 

 

 

 

88

 

Right-of-use asset (liability) – net

 

 

1,107

 

 

 

 

 

 

1,107

 

Fixed assets

 

 

45

 

 

 

 

 

 

45

 

Developed technology - on-body infusor

 

 

194,000

 

 

 

 

 

 

194,000

 

IPR&D - ReadyFlow Formulation

 

 

129,600

 

 

 

 

 

 

129,600

 

Total assets

 

 

401,532

 

 

 

 

 

 

401,532

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts Payable

 

 

(18,953

)

 

 

 

 

 

(18,953

)

Accrued expenses and other current liabilities(1)

 

 

(20,456

)

 

 

 

 

 

(20,456

)

Right-of-use liability

 

 

(1,180

)

 

 

 

 

 

(1,180

)

Deferred tax liability

 

 

(4,969

)

 

 

 

 

 

(4,969

)

Total liabilities

 

 

(45,558

)

 

 

 

 

 

(45,558

)

Net assets acquired

 

 

355,974

 

 

 

 

 

 

355,974

 

 Goodwill

 

 

65,664

 

 

 

 

 

 

65,664

 

Total purchase price

 

$

421,638

 

 

$

 

 

$

421,638

 

_________________________

(1) Includes $12.5 million related to employee stock compensation paid out as part of the acquisition.

The fair values of identifiable assets acquired and liabilities assumed by the Company from Pulmatrix as of the Effective Date are reflected below (in thousands):

 

 

Amount

 

Assets:

 

 

 

iSPERSE License – IPR&D

 

$

4,300

 

Right-of-use asset – Bedford R&D facility

 

 

10,057

 

Property and equipment

 

 

959

 

Total assets

 

 

15,316

 

Liabilities:

 

 

 

Operating lease liability – Bedford R&D facility

 

 

10,057

 

Total liabilities

 

 

10,057

 

Net assets acquired – Gain on bargain purchase

 

$

5,259

 

Summary of Activities Within Account Balance The following table summarizes the activities within the account balance as of December 31, 2025 (in thousands):

 

Beginning balance as of October 7, 2025

 

$

25,217

 

Fair value changes

 

 

1,029

 

Ending balance

 

$

26,246

 

Summary of Supplemental Pro Forma Information (Unaudited)

The following unaudited pro forma summary presents consolidated total revenue and net losses of MannKind as if the scPharma business combination had occurred on January 1, 2024 (in thousands). The unaudited supplemental pro forma information is presented for informational

purposes only and is not indicative of the actual results of operations that would have been achieved if the scPharma acquisition had taken place on January 1, 2024 or of future results. Such unaudited pro forma financial information is based on the historical financial statements of MannKind and the acquired scPharma’s operations. The unaudited pro forma financial information is based on estimates and assumptions that have been made solely for the purpose of developing such unaudited pro forma financial information, including, without limitation, purchase accounting adjustments, acquisition-related transaction costs, and debt financing adjustments together with their consequential tax effects. The pro forma adjustments were based upon information available at the time they were prepared and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information does not reflect any future anticipated synergies or operating cost reductions that may be achieved from integrating the acquired operations into the rest of the Company.

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Total revenues

 

$

396,150

 

 

$

321,836

 

Net loss

 

 

(27,117

)

 

 

(57,560

)